3.11 - SET

Dhipaya Group Holdings Public Company Limited

Section 1 Part 3.11 Page 1

3.11 Corporate Governance

3.11.1 Good Corporate Governance Policy

In order to ensure the Company’s organizational efficiency in terms of management, business operation,

and corporate governance that meet accurate, transparent, fair, and accountable international standards, and are

focused on the best interest of the shareholders and responsibility to overall stakeholders, in order to eliminate

potential conflicts of interests and to build confidence to investors, the Board of Directors has determined the

corporate governance policies under the SET and the SEC criteria, and adheres to the good corporate governance

policies for listed companies for the year 2017, as well as has adopted the good corporate governance policies of

TIP as supporting guidelines.

After the Company has completed performed the shareholding and management restructuring plan, the

Board of Directors will ensure the Company’s compliance with the specified policies and practices, with a focus on

the development and supervision of its corporate governance to accomplish the creation of stability and growth

continuously and sustainably for the Company and its shareholders. These policies will be also implemented in the

subsidiaries of the Company, as appropriate.

Principles and corporate governance policies

The Board of Directors has established the good corporate governance policies in order for the directors,

executives, and employees to adhere to in the performance of their duties, and has encouraged the development

of the good corporate governance principles in creating the stability, corporate resilience, and business growth. In

addition, the Board of Directors has delegated the Corporate Governance Committee to ensure that the Company

is in compliance with the good corporate governance policies and that these policies are also revised to be more

up-to-date, accurate, and appropriate on a regular basis.

The Board of Directors has placed importance on the compliance with the good corporate governance

principles, which include 8 practices as follows:

Principle 1: Roles and responsibilities of the Board of Directors to create sustainable value

1.1 Responsibility and approval authority of the Board of Directors

- The Board of Directors is responsible for the performance of duties and is truly independent

from the Management in the best interest of the Company and overall shareholders. The scope

of duties and responsibilities of the Board of Directors and the Management are clearly

separate. The Board of Directors has a duty to determine policies and ensure that working

systems of the Company are implemented in accordance with the correct policies under the

relevant laws, rules, ethics, and regulations. On the other hand, the duty of the Management is

to manage operations of the Company in various aspects in line with the specified policies.

- The Board of Directors has put in place various policies, such as good corporate governance

policy, anti-corruption policy, codes of ethics, and business conduct, which are represented as



written principles and guidelines, for all directors, executives, and employees, with regular

communication and adequate mechanisms for effective implementation through internal

communication channels, such as the Company’s website, intranet system, announcement

board, and other appropriate methods. The implementation results must be monitored and

reviewed in line with the specified policies.

- The Board of Directors has authority to approve matters in the Company under the scope of

duties required by law, the Company’s Articles of Association, and regulatory authorities, as

well as to monitor and assess the Company’s operating performance to be in line with the

specified policies.

- The Board of Directors has established the scope of authority, duties, and responsibilities of

the Board of Directors and subcommittees which are appointed by the Board of Directors to

use as reference for the performance of duties by all directors. This scope of authority, duties,

and responsibilities will be reviewed at least once a year.

Principle 2: Define Objectives that Promote Sustainable Value Creation

2.1 The Board of Directors ensures that the main objectives and goals of the Company are carried out

for the sustainability purpose.

2.2 The Board of Directors ensures that the objectives and goals, as well as intermediate-term and

annual strategies of the Company are consistent with the attainment of its main objectives and

goals, with appropriate and safe use of innovation and technology.

Principle 3: Strengthen Board Effectiveness

3.1 The Board of Directors has determined and reviewed the structure of the Board of Directors with

respect to composition size or proportion of independent directors, which is necessary and

appropriate for the attainment of the specified objectives and goals.

3.2 The Board of Directors appoints a qualified director as the Chairman of the Board of Directors and

procures that the composition and operations of the Board of Directors are favorable to exercise

his/her discretion for decision-making independently by taking into account the following issues:

3.2.1 Qualifications, scope of duties, and responsibilities of the Chairman of the Board of Directors;

3.2.2 Term of office of directors;

3.2.3 Subcommittees

3.3 Nomination of directors

The Nomination, Remuneration and Human Resource Management Committee has a duty to nominate

directors in replacement of those who retire from office or vacate from the position by reviewing the structure and

composition of the Board of Directors, determining nomination criteria, and nominating the person who possesses

appropriate qualifications in line with the situations and demands of the Company in order to propose to the Board



of Directors’ meeting for consideration, selection, and review of qualified person with prudence and transparency,

prior to further proposing to the shareholders’ meeting for resolution to appoint this person as a new director.

3.4 Determination of directors’ remuneration

The Nomination, Remuneration and Human Resource Management Committee has a duty to propose

the guidelines and methods for determining meeting allowances, entertainment expenses, rewards, or bonuses,

and other benefits in a form of remuneration for the Company’s directors, executive directors, and members of the

subcommittees. These matters will be proposed to the Board of Directors for consent and the shareholders’ meeting

for approval on a yearly basis, with the exception of the rights to be granted under the Company’s regulations.

3.5 Accountable performance of duties and allocation of sufficient time by directors

3.5.1 Holding positions in other companies by directors and senior executives

The Board of Directors has established clear policies and practices regarding holding of positions in

other companies by directors and senior executives to ensure their effective dedication of time to the Companies.

The directors and senior executives are allowed to hold in the Board of Directors positions in the listed companies

in the SET of not exceeding five listed companies simultaneously.

- Each director should attend at least 75 percent of all Board of Directors’ meeting of the

Company convened in a particular year;

- The Company will report the number of each director’s attendance to the Board of Directors’

meeting in the annual report.

3.6 The Board of Directors has established the governance framework and methods for policies and

operations of the subsidiaries and other businesses in which the Company makes a significant

investment as appropriate, and which have correct and proper understanding.

3.7 The Board of Directors has conducted a formal annual performance evaluation of the Board of

Directors, the subcommittees, and each individual member, which comprises the assessment of the

performance of the Board of Directors as a whole and an individual director (self-evaluation), and

the assessment of the performance of the subcommittees. The performance evaluation results with

comments will be used for the improvement of operations and will be disclosed together with the

evaluation procedures in the annual report.

3.8 The Board of Directors ensures that all directors understand their roles and responsibilities, the

nature of the business, and laws relating to business operations, and encourages all directors to

enhance and refresh knowledge and skills necessary for carrying out their duties as a director on a

regular basis.

3.9 The Board of Directors ensures that its operations have been carried out properly, with access to

necessary information, and that the Company Secretary possesses necessary and appropriate

qualifications, skills, and experience to support the operations of the Board of Directors.



Principle 4: Nomination and development of high level management

4.1 The Board of Directors should ensure that a proper mechanism is in place for the nomination and

development of the chief executive officer and senior executives who possess the knowledge, skills,

experience, and characteristics that are necessary for the attainment of the Company’s goals.

4.2 The Board of Directors has put in place an appropriate compensation structure and performance

evaluation.

4.3 The Board of Directors should understand the shareholder structure and relationships which may

impact the management and operation of the Company.

4.4 The Board of Directors ensure that the human resources management and development are

effective and the number of employees is sufficient, with appropriate development, knowledge, skills,

and experience.

Principle 5: Innovation Support and Business Responsibilities

5.1 The Board of Directors gives importance on and promote the creation of innovation that gives value

for the Company’s business together with benefits for customers or related persons, and

responsibility for society and environment.

5.2 The Board of Directors encourages the Management to operate business regarding the social and

environment responsibility which incorporate into the Company’s operational plan and ensures that

every department in the Company performs its duties in accordance with the Company’s objectives,

main goals, and strategies.

5.3 The Board of Directors ensures that the Management allocates and manages resources efficiently

and effectively by taking into account the impact and development of resources throughout the value

chain in various aspects to meet the Company’s objectives and main goals sustainably.

5.4 The Board of Directors has established a framework for governance of enterprise IT management

that is aligned with the Company’s business needs, including monitoring the implementation of

information technology to stimulate business opportunities, strengthen operations and risk

management, and achieves the Company’s objectives and main goals.

Principle 6: Strengthen Effective Risk Management and Internal Control

6.1 The Board of Directors ensures that the Company has effective and appropriate risk management

and internal control systems that effectively respond to the Company’s objectives, and are performed

in accordance with applicable laws and standards.

6.2 The Board of Directors has established the Audit Committee that performs its duties efficiently and

independently.

6.3 The Board of Directors monitors and manages conflicts of interest that may occur between the

Company and the Management, the Board of Directors, or the shareholders, as well as preventing



the improper use of the Company’s assets, information, and opportunities, including transactions

with related parties in an inappropriate manner.

6.4 The Board of Directors has established an Anti-Corruption Policy together with relevant practices to

set out an operational framework for strict compliance and adherence in line with the Company’s

intention which focuses on the business operations with honesty, integrity, and transparency. The

Board of Directors has communicated the Anti-Corruption Policy to all directors, executives,

employees, and stakeholders.

6.5 The Board of Directors ensures that an effective mechanism and process for managing (including

recording, tracking, resolving, and reporting) complaints from the stakeholders, and should make

more than one convenient and available complaint channels, which are disclosed on the Company’s

website and in the annual report.

Principle 7: Ensure Disclosure and Financial Integrity

7.1 The Board of Directors is responsible for overseeing the Company’s financial report preparation

system and the disclosure of all material information.

7.2 The Board of Directors has ensured the Company’s adequate financial liquidity and solvency.

7.3 In case that the Company encounters with the financial difficulties or has tendency for such

problems, the Board of Directors ensures that the Company has determined plans or mechanisms

for resolving the financial difficulties or the risks to its financial position by taking into account the

rights of stakeholders.

7.4 The Board of Directors ensures the appropriate preparation of sustainability reports.

7.5 The Board of Directors arranges for an Investor Relations officer responsible for providing relevant

services and information of the Company that are beneficial to every group of stakeholders equally,

fairly, and thoroughly through various communication activities. In addition, the Board of Directors

has established a disclosure policy to ensure that the communication and the disclosure of

information to third parties are carried out in a proper, equal, and timely manner via appropriate

channels, while protecting the Company’s confidential information and other information that affect

securities prices, and should encourage company-wide communication for the implementation of

this disclosure policy. The Human Resources and Corporate Management Department will be

responsible for disclosing the Company’s information and news via press conference on occasions.

7.6 The Board of Directors ensures the effective use of information technology for the purpose of

disseminating information.

In addition to the dissemination of information in accordance with the specified criteria via channels

provided by the SET, the Board of Directors ensures that the Company discloses its information in Thai and English

through other channels, such as the Company’s website, LCD screen at the Head Office Building, and branch

offices in order for the shareholders, customers, and interested persons to gain convenient access to the

information, which must be up-to-date and disclosed on a regular basis.



Principle 8: Ensure Engagement and Communication with Shareholders

8.1 The Board of Directors ensures the engagement of shareholders in making decisions on significant

corporate matters and other relevant matters which materially affect the Company, with an emphasis

on the shareholders’ rights and equality.

8.2 The Board of Directors ensures that actions are carried out properly with transparency and

efficiency, and that the shareholders are able to exercise their rights on the date of shareholders’

meetings.

8.3 The Board of Directors ensures that the disclosure of resolutions and the preparation of the minutes

of the shareholders are accurate and complete.

3.11.2 Roles, Duties, and Responsibilities of the directors, sub-committees and executives

The management structure of the Company comprises the Board of Directors and six sub-committees,

namely, the Audit Committee, the Nomination, Remuneration and Human Resource Management Committee, the

Investment Committee, the Corporate Governance Committee, the Risk Management Committee, and the Executive

Committee. The roles, duties, and responsibilities of the Board of Directors and the subcommittees are set out as

follows:

(1) Board of Directors

1. Review the Good Corporate Governance Policy for its execution by the management and review

the obtained results for improvement to be reported in the annual report.

2. Review the Anti-Corruption Policy for its efficient execution by the management and review the

obtained results for improvement to be reported in the annual report.

3. Review the appropriateness, give advices, and approve the vision, strategy, goal, and the business

policy for the Company, as being proposed by the management as well as supervise, control,

manage, and ensure that the implementation will be successful according to the policy, plan, and

the specified goal for the benefits of all stakeholders, effectively and efficiently.

4. Supervise the Company to maintain its standard of accounting and financial report system, risk

management, audit system, and the reliable internal control system in order to support the

Company’s operation; and ascertain that the information disclosure is accurate, transparent and

comply with related laws.

5. Supervise the Company to follow up its result in investment and other businesses by reviewing the

risk appetite and the risk indicating from investment progression with the sufficient internal control;

in order that investment and other businesses of the Company are according to the policies of

investment and comply with related laws.

6. Determine the organization structure and management structure, as well as supervise and ensure

the effective nomination process and succession plan for directors and senior executives of the



Company. The Board of Directors has the duty to appoint the Chief Executive Officer to be the chief

of the senior executives who are responsible for the Company’s business operations under the

supervision of the Board of Directors.

7. Supervise the Code of Business Conduct and Ethics concerned with the Company’s operations and

the practices of directors and staff as well as communication with the people concerned.

8. Determine and amend the name of authorized directors.

9. Supervise and ensure an effective process of the appointment of subcommittees, and establish

roles and responsibilities of each committee.

10. Approve the establishment or the dissolution of branch offices.

11. Arrange the annual general meeting of shareholders within four months after the end of the

Company’s fiscal year, as well as ensure that the financial statements of the Company and the

subsidiaries are prepared at the end of the fiscal year and that the annual report of the Company

is also prepared, and supervise the preparation and disclosure of comprehensive financial

statements of the Company in order to present and propose the financial position and operating

performance of the Company and the subsidiaries for the previous fiscal year to the annual general

meeting of shareholders for consideration and approval.

12. Perform other duties according to the laws (including the law governing securities and exchange,

the law governing public limited companies, and law governing insurance to the extent applicable

to the Company), regulations, and resolutions of the Board of Directors’ meeting and of the

shareholders’ meeting.

(2) Audit Committee

The Audit Committee is appointed by the Board of Directors or is approved by the shareholders’ meeting

of the Company, and consists of at least three independent directors, one of who possesses knowledge

and experience in accounting and finance that are sufficient for auditing the reliability of the financial

statements. The roles, duties, and responsibilities of the Audit Committee are as follows:

1. Ensure that the Company shall have a complete, accurate, reliable financial statement in accordance

with financial report standard and shall sufficiently disclose material information.

2. Review the Company’s internal control system and the internal audit system to ensure its

appropriateness and effectiveness, supervise the independence of the Audit Department, and

approve the appointment, transfer, and termination of the director of the Audit Department as well

as regulate the authorities and responsibilities of the Audit Department.

3. Review the Company’s compliance concerned with the law relating to securities and exchange, and

the regulations of the SET, or other laws relating to the Company’s business.

4. Review the Company’s risk management system to ensure its appropriateness and effectiveness.



5. Select and nominate independent persons to work as the Company’s auditor and propose the fee

for the Company’s auditor as well as arrange meeting with the auditor without the presence of the

management at least once a year.

6. Determine related transactions or activities involving potential conflicts of interest to ensure that they

comply with the law relating to securities and exchange, and the regulations of the SET, or other

laws relating to the Company’s business.

7. Prepare the report of the Audit Committee and publish in the organization’s annual report. The

report must be signed by the Chairman of the Audit Committee and shall include at least the

minimum information as being specified by the SET.

8. Approve the charter, the plan, the budget, and the manpower of the Audit Department.

9. Review the scope of authority, duties, and responsibilities, and evaluate the performance of the

Audit Committee on a yearly basis.

10. The Audit Committee is authorized to examine and investigate persons concerned, under its own

authority, is authorized to request information from different departments in the Company in support

of its consideration, and is authorized to employ or introduce the specialists to assist in the

examination and the investigation in accordance with the Company’s regulations.

11. Examine and ensure that the Company has effective anti-corruption procedures according to the

guidelines of both internal units and related external organizations.

12. Investigate the behaviors, identify and report, about any suspicious acts involving directors, manager

or persons who are responsible for the Company’s operation constituting an offence under the

Securities and Exchange Act as discovered and reported by the auditor. The Audit Committee shall

report the result of the preliminary investigation to the Board of Directors, the SEC, and the

Company’s auditor within 30 days. Such behaviors which are required to be reported and the

procedure for acquiring such facts shall be as specified by the SEC.

13. Provide recommendations to the management for the effectiveness and efficiency of the audit

operation. In the event any items or acts are found or appeared suspicious on the conflict of interest,

corruption or irregularities or material error in the internal audit system, the violation of other laws

relating to the Company’s business, the report to the Board of Director is required and the

procedures for monitoring rectification results are also in place in order to resolve within the period

Audit Committee deems appropriate.

14. Provide an opinion on the internal audit evaluation report of the Company to the Board of the

Directors.

15. Ensure that the Company has effective internal processes for whistle-blowing and lodging of

complaints.

16. Perform other activities as being assigned by the Board of Directors with the approval of the Audit

Committee.



(3) Nomination, Remuneration and Human Resource Management Committee

The Nomination, Remuneration and Human Resource Management Committee is appointed by the

Board of Directors and consists of at least three directors and/or qualified persons who possess

appropriate knowledge and experience in nomination, remuneration, and human resource management.

The roles, duties, and responsibilities of the Nomination, Remuneration and Human Resource

Management Committee is as follows:

1. The Nomination and Development

- Establish policies, frameworks, and principles for the determination of the structure and

composition of the Board of Directors and Subcommittees of the Company and companies in

the Group with respect to the number of directors that is appropriate for the size, type, and

strategies of the Company, the business complexity, and for the determination of qualifications

of members in each subcommittee in terms of knowledge, expertise, experience, and

specialized skill which will be applied in the best interest of the Company’s business.

- Establish policies, frameworks, and principles for the nomination of the directors and members

of subcommittees who are appointed by the Board of Directors and the Chief Executive Officer

of the Company and companies in the Group.

- Establish policies, frameworks, and principles for the development plan of the directors of the

Company and companies in the Group in order to enhance and improve knowledge and skills

of the board of directors and the subcommittees for better understanding in the roles and

responsibilities of directors, business, economic condition, technology, laws or regulations

relating to the Company’s business.

- Recruit and propose persons who own appropriate qualifications to be appointed as directors

and members of subcommittees for replacement in cases of vacancy or as appropriate to

propose to the Board of Directors for various appointments.

- Select the Chief Executive Officer to propose to the Board of Directors for appointment and also

set guidelines for performance evaluation of the Chief Executive Director in order to adjust

remuneration by taking into consideration the duties and responsibilities, the operating

performance of the Company, and related risks.

- Conduct performance evaluation of the Nomination, Remuneration and Human Resource

Management Committee by means of the assessment of the performance of the committee as

a whole and an individual member (self-assessment).

2. The Remuneration

- Establish policies and propose frameworks and principles for determining appropriate criteria

on considering the remuneration of the Company and companies in the Group, such as meeting

allowances, entertainment expenses, rewards, and bonuses, and other benefits in a form of



remuneration in line with the duties and responsibilities of the directors and members of

subcommittees. The remuneration will be considered in accordance with the performance

evaluation results, the operating performance and financial position of the Company, and will

be comparable to other companies in the same industry. This matter will be proposed to the

Board of Directors for consent prior to proposing to the shareholders’ meeting for approval, as

the case may be.

- Propose policies and grant consent for the remuneration criteria for the Chief Executive Officer

so that the remunerations will be appropriate and comparable to other companies in the same

industry in line with the operating performance of the Company. This matter will be proposed to

the Board of Directors for approval.

3. Human Resource Management

- Establish policies and strategies for the human resources management, the organization

structure, the employees’ performance evaluation system, and the remuneration criteria for staff

to be compatible with strategies of the Company and companies in the group.

- Establish policies, frameworks, and principles for the preparation and review of the succession

plan in the positions of Chief Executive Officer and senior executives of the Company and

companies in the group.

- Review and grant approval to the significant rules, regulations, and criteria relating to the

nomination, remuneration, and human resource management of the Company and companies

in the group.

4. Other Tasks

- Conduct examination in the case of any dispute relating to the nomination, remuneration and

human resource management of the Company and companies in the group.

- Ensure that the performance of duties of the Board of Directors and the management of the

Company and companies in the group is in line with the Company’s policy on nomination,

remuneration and human resource management, and encourage the directors, executives, and

employees of the Company and companies in the Group to strictly comply with the codes of

ethics and business conduct.

- Perform other tasks as being assigned by the Board of Directors.

(4) Investment Committee

The Investment Committee is appointed by the Board of Directors and consists of at least three directors

and/or qualified persons who possess appropriate knowledge and experience in investment

management. The roles, duties, and responsibilities of the Investment Committee is as follows:



1. Establish policies, principles, and annual investment plans to ensure its consistence and compliance

with regulations, principles, and announcements, etc. of relevant authorities, and policies as

specified by the Board of Directors prior to proposing to the Board of Directors for approval.

2. Supervise, oversee, and control the overall investment management to meet the Company’s goals.

3. Review investment projects and opportunities to be in compliance with the Company’s strategies

prior to proposing together with comments to the Board of Directors for approval.

4. Follow up and supervise the business operations of the subsidiaries and associate companies to

be in compliance with the policies, directions, business strategies, operational plans, and goals

approved by the Board of Directors.

5. Follow up and evaluate the operating performance and progress of the investment projects of the

Company, the subsidiaries, and/or associate companies, as well as report problems or obstacles

with solutions to the Board of Directors for acknowledgement.

6. Consider matters relating to the investment of the Company, the subsidiaries, and/or associate

companies.

7. Perform other tasks as being assigned by the Executive Committee / Board of Directors.

(5) Corporate Governance Committee

The Corporate Governance Committee is appointed by the Board of Directors and consists of at least

three directors and/or qualified persons who possess appropriate knowledge and experience in corporate

governance and laws relating to the business operations. The roles, duties, and responsibilities of the

Corporate Governance Committee is as follows:

1. Propose the corporate governance policy of the Company and companies in the group to the Board

of Directors.

2. Oversee the operations of the Company and companies in the group to be in compliance with the

corporate governance policy from the authorized regulators.

3. Effectively govern the operations of the Company and companies in the group and instill anti-

corruption values in all employees of internal business units according to the policies of the

Company and companies in the group and related external organization’s guidelines.

4. Regularly follow up and review the policy and the operation of the corporate governance policy and

the operations of the Company and companies in the group to be in consistency with international

standards of practice and recommendations of the relevant institutions or sectors.

5. Propose the Code of Conduct for the Board of Directors and subcommittees appointed by the Board

of Directors.

6. Recommend the Code of Ethics for the business practices and the Code of Conduct of executives

of the Company and companies in the group.



7. Appoint a working team to support the corporate governance performance as deemed appropriate.

8. To promote the dissemination of good corporate governance culture in order to ensure that the

sustainable development is understood at all levels and results in practical effect.

9. Perform other tasks as being assigned by the Board of Directors.

(6) Risk Management Committee

The Risk Management Committee is appointed by the Board of Directors and consists of at least three

directors and/or qualified persons who possess appropriate knowledge and experience in risk

management. The roles, duties, and responsibilities of the Risk Management Committee is as follows

1. Establish frameworks and policies of the risk management to propose to the Board of Directors for

consideration and approval for the implementation of risk management at a corporate level, which

includes risk types that are important and related to the business operations of the Company and

companies in the group, as well as determine risk levels and key risk indicators, review the

sufficiency of the risk management policy and the effectiveness of the risk management system,

and ensure the compliance with the specified polices. These matters must be proposed to the Board

of Directors at least once a year in order to ensure that the risk management policy is consistent

with and appropriate for the Company’s current strategies and business operation condition.

2. Define the risk management policy to prevent and resist corruption including suitable risk

management guidelines.

3. Evaluate the sufficiency of risk management strategy including the efficiency of risk management

of the Company and companies in the group.

4. Support and encourage the cooperation of the Company and companies in the group in the risk

management, and ensure the compliance with the mitigation plan.

5. Promote and support the improvement and development of risk management system at all levels

throughout the organization continuously.

6. Report on the progress of risk management operation of the Company and companies in the group

and the required issues to be improved to be in line with the specified policies and strategies as

appropriate to the Board of Directors or the Audit Committee, so that risks will be managed at an

acceptable level and the procedure for the overall risk management of the Company and companies

in the group is appropriate and is subject to continuous development for effective implementation.

7. Prepare the risk mitigation plan in order to deal with emergency risks.

8. Review and revise charter of the Risk Management Committee at least once a year in order to

propose to the Board of Directors for approval.




(7) Executive Committee

1. Provide opinions and suggestions to the Board of Directors for the decision making concerned with

the strategy, business direction, investment plan, budget and resource allocation, as well as creating

the working system of the Company and companies in the group to be in the same direction prior

to proposing to the Board of Directors for approval.

2. Follow up, control, and supervise the operations of the Company and companies in the group to

meet the goals as approved by the Board of Directors as well as responsible for reporting the

operating performance to the Board of Directors on a regular basis.

3. Review the expenses for all operations which exceed the authority or the approved budget limit of

the Chief Executive Officer and propose to the Board of Directors for approval.

4. Review the authorization of the operation of the Company and companies in the group to ensure

their success with efficiency and effectiveness and propose for the approval of the Board of

Directors.


(8) Chief Executive Officer

The Board of Directors assigned the Chief Executive Officer as chief executive to perform the Company’s

business management and administration under the roles, duties, and responsibilities as follows:

1. Manage the Company’s activities, in compliance with the objectives, regulations, policies, conditions,

orders, and resolutions of the Board of Directors’ meeting and/or resolutions of the shareholders’

meetings of the Company.

2. Carry out the policies, plans, and budgets as being approved by the Board of Directors with

efficiency and effectiveness.

3. Implement and submit the Company’s business policies, plans, and budgets to the Board of

Directors for approval and to report the progress of approved plans and budgets to the Board of

Directors at least once a quarter.

4. Command, communicate, implement, and sign the legal documents, contracts, orders, letters or any

documents in communication with entities or individuals in the process of the Company’s operations

to achieve successes with efficiency and effectiveness.

5. Command the staff and employees, which include hiring, appointing, removal and authorization of

an increase and reduction of salaries and wages, enforcement of the disciplinary action as well as

dismiss them from the positions according to regulations, rules, or orders specified by the Board of

Directors and/or the Company.

6. Be authorized to give a sub-authorization and/or assign individuals to implement any action on his

behalf. The authorization and/or assignment shall be complied with the scope designed by the



power of attorney and/or regulations, rules, and orders of the Board of Directors and/or the

Company.

The delegation of authority, duties, and responsibilities of the Chief Executive Officer or any person

authorized by the Chief Executive Officer is not an authorization or sub-authorization which enables

the Chief Executive Officer or any person authorized by the Chief Executive Officer to approve

transactions in which he/she or any person who might have conflicts (in accordance with the

definition specified by the notifications of the SEC and/or the notifications of the Capital Market

Supervisory Board and/or the SET and/or relevant authorities) may have interest or may receive

any kind of benefits, or may have any other conflicts of interest with the Company or its subsidiaries,

except for the transactions which are approved by the Board of Directors. The Board of Directors

has obtained sufficient information in support of its decision-making, such as the nature of

transaction, contractual parties, prices, and the reasonableness of the transaction, etc.

7. Be a leader with exemplary conduct in accordance with good moral behavior and business ethics

of the Company.

8. Ensure that the Company’s internal control system is appropriate in compliance with the principles

delegated by the Audit Committee and/or the Board of Directors.

9. Ensure that the Company’s risk management and control system are appropriate and in compliance

with the principles delegated by the Risk Management Committee and/or the Audit Committee

and/or the Board of Directors.

10. Approve the appointment of advisor in various aspects which are necessary for the business

operation under the scope of operational authority and to be in compliance with the requirements

of the SEC and the SET.

11. Perform other tasks as being assigned by the Board of Directors and/or other subcommittees under

the Company’s rules and regulations, the law governing securities and exchange, and relevant

notifications, requirements, and criteria of the Capital Market Supervisory Board, the SEC, and the

SET.

The above power of the Chief Executive Officer shall not be exercised if the Chief Executive Officer has

interest or may have any kind of conflicts of interest with the Company in exercising such power.

(9) Roles, Duties, and Responsibilities of the Managing Director of TIP

The Board of Directors of TIP assigned the Managing Director as chief executive to perform TIP’s

business management and administration under the roles, duties, and responsibilities as follows:

1. Manage TIP’s activities, in compliance with the objectives, regulations, policies, conditions, orders,

and resolutions of the Board of Directors’ meeting and/or resolutions of the shareholders’ meetings

of TIP.



2. Carry out the policies, plans, and budgets as being approved by the Board of Directors with

efficiency and effectiveness.

3. Implement and submit TIP’s business policies, plans, and budgets to the Board of Directors for

approval and to report the progress of approved plans and budgets to the Board of Directors on a

monthly basis.

4. Command, communicate, implement, and sign the legal documents, contracts, orders, letters or any

documents in communication with entities or individuals in the process of TIP’s operations to achieve

successes with efficiency and effectiveness.

5. Command the staff and employees, which include hiring, appointing, removal and authorization of

an increase and reduction of salaries and wages, enforcement of the disciplinary action as well as

dismiss them from the positions according to regulations, rules, or orders specified by the Board of

Directors and/or TIP.

6. Be authorized to give a sub-authorization and/or assign individuals to implement any action on his

behalf. The authorization and/or assignment shall be complied with the scope designed by the

power of attorney and/or regulations, rules, and orders of the Board of Directors and/or TIP.

7. Be a leader with exemplary conduct in accordance with good moral behavior and business ethics

of TIP.

The above power of the Managing Director shall not be exercised if the Managing Director has interest

or may have any kind of conflicts of interest with the Company in exercising such power.

3.11.3 Nomination and appointment of directors and high-level management

(1) Directors Nomination

The Board of Directors appointed the Nomination, Remuneration, and Human Resource Management

Committee to be in charged with seeking individuals with suitable qualifications to be appointed as member of the

Board of Directors and members the subcommittees. Candidates are selected based on their qualifications that are

suitable and in line with the Company’s strategies, the structure and composition of the Board of Directors, taking

into account the diversity of the Board of Directors to ensure a wide range of expertise such as finance, economics,

human resources and the legal aspects. If the Company lacks any expertise or knowledge in certain areas, a

candidate with the knowledge, capability, and experience in such area would be appointed a director. The selected

directors and executives shall be fully qualified in accordance with Section 68 of the Public Limited Companies Act

B.E. 2535 (1992).

The Nomination, Remuneration, and Human Resource Management Committee will submit the names

of suitable candidates to the Board of Directors for consideration and approval by the shareholders at a meeting of

shareholders. The Company has specified the following criteria for the appointment of members of the Board of

Directors as follows:



1. A shareholder meeting shall determine the number of directors, not less than 5 (five) directors but

not exceeding 20 (twenty) directors, and no less than one-half of the total number of directors shall

reside in the Kingdom of Thailand.

2. The directors shall be elected in a shareholder meeting.

- Each shareholder shall have one vote for every one share held.

- In the election of directors, each shareholder may exercise his or her votes to elect each

individual director or a group of directors as a shareholder meeting deems appropriate. In

passing a resolution, each shareholder shall cast all the votes and cannot divide his or her

votes in an unequal number to any particular person.

- The directors shall be elected by a majority vote. In the case of a tie, the chairman of the

meeting shall have a casting vote.

3. At each annual general meeting, one-third of the total number of directors at that time, or if the

number is not a multiple of three (3), then the number nearest to one-third, must retire from office.

The directors retiring from office in the first and second years after the registration of the Company

shall be selected by means of drawing lots. In subsequent years, the director who has held office

the longest shall retire first. A retiring director under this Clause is eligible for re-election.

4. In the case of a vacancy on the Board of Directors for any reason other than the expiration of the

director’s term of office, the Board of Directors shall elect a person who is qualified and who

possesses no prohibited characteristics under the law governing public limited companies as the

substitute director at the following meeting of the Board of Directors, unless the remaining term of

office of the vacating director is less than two months. The resolution of the Board of Directors shall

require a vote of no less than three-quarters of the number of remaining directors. The substitute

director shall hold office only for the remaining term of office of the director whom he or she replaces.

5. At a shareholder meeting, a quorum shall consist of shareholders or proxies (if any) who represent

not less than 25 persons or no less than one-third of the total number of shareholders, holding an

aggregate number of no less than one-third of the total number of issued shares.

(2) Independent Directors Nomination

The Company has established the nomination process for an independent director in the same manner

as the nomination of directors but would rather take into consideration the qualifications as specified by the

Company.

a. Holding shares of not exceeding 1.0 percent of the total number of voting rights of the Company,

its parent company, subsidiary, associate company, principal shareholder or controlling person of

the Company, including the shares held by related persons of the independent director.

b. Neither being nor having been an executive committee, employee, staff, or advisor who receives

salary, or a controlling person of the Company, its parent company, subsidiary, associate company,



same-level subsidiary, principal shareholder or controlling person of the Company unless the

foregoing status has ended not less than two years prior to the appointment; however, the

prohibition excludes independent director who was government officer or advisor of the government

agencies that are major shareholder or controlling person of the Company.

c. Not being a person related by blood or registration under laws, such as father, mother, spouse,

sibling, and child, including spouse of the children of executives, major shareholders, controlling

persons, or persons to be nominated as executives or controlling persons of the Company or its

subsidiary.

d. Not having a business relationship with the Company, its parent company, subsidiary, associate

company, major shareholder or controlling person of the Company, in the manner which may

interfere with his independent judgment, and neither being nor having been a principal shareholder

or controlling person of any person having business relationship with the Company, its parent

company, subsidiary, , associate company, major shareholder or controlling person of the Company

unless the foregoing relationship has ended not less than two years prior to the appointment.

The term ‘business relationship’ aforementioned under paragraph one includes any normal business

transaction, rental or lease of immovable property, transaction relating to assets or services or grant

or receipt of financial assistance through receiving or extending loans, guarantee, providing assets

as collateral, including any other similar actions, which result in the Company or his counterparty

being subject to indebtedness payable to the other party in the amount of three percent or more of

the net tangible assets of the Company or twenty million Baht or more, whichever is the lower. The

amount of such indebtedness shall be calculated according to the calculation method for value of

connected transactions under the Notification of the Capital Market Supervisory Board concerning

rules on connected transactions mutatis mutandis. The consideration of such indebtedness shall

include indebtedness taking place during the course of one year prior to the date on which the

business relationship with the person commences.

e. Neither being nor having been an auditor of the Company, its parent company, subsidiary, associate

company, major shareholder or controlling person of the Company, and not being a principal

shareholder or controlling person, or partner of an audit firm which employs auditors of the

Company, its parent company, subsidiary, associate company, major shareholders or controlling

person of the Company unless the foregoing relationship has ended not less than two years prior

to the appointment.

f. Neither being nor having been any professional advisor including legal advisor or financial advisor

who receives an annual service fee exceeding two million Baht from the Company, its parent

company, subsidiary, associate company, major shareholders or controlling person of the Company,

and neither being nor having been a principal shareholder, controlling person or partner of the

professional advisor unless the foregoing relationship has ended not less than two years prior to

the appointment.



g. Not being a director who has been appointed as a representative of the Company’s director, major

shareholder or shareholders who are related to the major shareholder.

h. Not operate any business which has the same nature as and is in significant competition with the

business of the Company or its subsidiary, or not being a principal partner in any partnership, or

not being an executive committee, employee, staff, or advisor who receives salary; or holding shares

exceeding one percent of the total number of voting rights of any other Company operating business

which has the same nature as and is in significant competition with the business of the Company

or subsidiary.

i. Not having other any characteristics which make him incapable of expressing independent opinions

with regard to the Company’s business affairs.

After having been appointed as an independent director with qualifications complying with the criteria

under (a) to (i), the independent director may be assigned by the Board of Directors to take part in the business

decision of the Company, its parent Company, subsidiary, associate company, same-level subsidiary, major

shareholder or controlling person of the Company on the condition that such decision must be on a collective basis.

(3) Nomination of TIPH’s Chief Executive Officer

The Board of Directors delegated the Nomination, Remuneration, and Human Resource Management

Committee to nominate and select a qualified person to take the position of the Chief Executive Officer, who must

possess complete qualifications in accordance with Section 68 of the Public Limited Companies Act B.E. 2535

(1992) and Section 89/3 of the Securities and Exchange Act B.E. 2535 (1992), with a systematic nomination and

selection process. The application for candidacy will be announced to give an opportunity to personnel within and

outside organization, who possess knowledge, capability, and experience in management of large-scale

organization, with vision as a candidate for this position. The Nomination, Remuneration, and Human Resource

Management Committee will then consider and select a qualified person and propose to the Board of Directors for

approval and appointment.

3.11.4 Governance and Management of Subsidiaries and Associate Companies

The Company has established governance frameworks for the operations of subsidiaries and associate

companies in its governance and management policies for subsidiaries and associate companies which operate

the core businesses, as well as Article 43 to Article 47 of Chapter 6 Governance and Management of Subsidiaries

and Associate Companies in the Company’s Articles of Association, in order to ensure that subsidiaries and

associate companies comply with the specified criteria and mechanisms as if they are business units of the

Company, and with the Company’s policies, as well as relevant notifications, regulations, and rules of the SEC and

the SET, for the purpose of protecting benefits of investment capital in the Company’s subsidiaries and/or associate

companies in the future.

TIP, which will become a subsidiary to operate the Company’s core businesses after the completion of

the shareholding and management restructuring, has revised its Articles of Association in order to be in compliance



with the governance and management policies for subsidiaries and associate companies which operate the core

businesses of the Company, and has identified these matters in Article 43/1 to Article 43/4 of Chapter 5/1

Management of Compliance with Corporate Governance Policies and Mechanisms of Businesses Invested in by

the Parent Company.

The subject matter of the governance policies on the operations of the subsidiaries and associate

companies is as follows:

1. Matters which the directors of the subsidiaries and associate companies, as the case may be, which

represent the Company shall require approval from the Board of Directors of the Company before

the directors who represent the Company will cast their votes in the Board of Directors of the

subsidiaries or associate companies, as the case may be, in order to enter into a transaction or

take actions.

1.1 Appointment or nomination of person as a director or executive in a subsidiary or associate

company at least in accordance with the Company’s shareholding proportion in the subsidiary

or associate company (“Representative Director of the Company”). Unless otherwise specified

by the governance and management policy for the subsidiaries and associate companies which

operate the core businesses or the Board of Directors of the Company, the Representative

Director of the Company shall have discretion to cast their votes in the Board of Directors’

meeting of the subsidiary or associate company in the matters related to the general

management and ordinary business operations of the subsidiary and associate company as the

Representative Director of the Company deems it appropriate in the best interest of the

Company and the subsidiary or associate company, as the case may be;

The appointed or nominated Representative Director of the Company in the above paragraph

must be a person on the name list of persons on database of directors and executives of

securities issuing companies (White List) and must have qualifications, roles, duties, and

responsibilities as specified in relevant laws, without untrustworthy characteristics in accordance

with the SEC’s notification regarding the determination of untrustworthy characteristics of

company directors and executives;

1.2 Capital increase by issuing newly-issued shares of the subsidiary or associate company and

allocating shares, including the registered capital and/or paid-up capital decrease of the

subsidiary or associate company, which is not in accordance with the existing shareholding

proportion of the shareholders, or any other act which will result in the proportion of the

Company’s direct and indirect voting rights in any shareholders’ meeting of the subsidiary or

associate company decreasing more than ten (10) percent of the total number of votes of the

subsidiary or associate company, or which will result in the decrease in shareholding proportion

which is deemed as an asset disposal transaction required to be approved by the Board of

Directors (the criteria for calculating the transaction value as specified in the relevant

notifications of the Capital Market Supervisory Board and the Board of Governors of the SET



regarding the asset acquisition or disposal shall apply, mutatis mutandis), except for the case

which is in the business plan or annual budget of the subsidiary which has been approved by

the Board of Directors of the Company;

1.3 Approval of the annual dividend payment and the interim dividend payment (if any) of the

subsidiary or associate company, except for the case the subsidiary or associate company

makes the dividend payment in accordance with the specified dividend payment policy;

1.4 Amendment of the articles of association of the subsidiary or associate company, except for

the amendment which may materially affect the financial position and operating performance of

the subsidiary, including but not limited to the amendment which affects the Company’s voting

rights in the Board of Directors’ meeting of the subsidiary and/or the shareholders’ meeting of

the associate company and/or the dividend payment of the subsidiary and/or the Company’s

rights as a shareholder of the subsidiary or associate company in accordance with the law

governing public limited companies and the law governing limited companies, etc., which must

be approved by the shareholders’ meeting of the Company;

1.5 Approval of the total annual budget of the Company and the group of all subsidiaries of the

Company, unless specified by the delegation of authority of the subsidiary or associate

company, which has been approved by the Board of Directors of the Company.

Items from 1.6 to 1.9 are deemed as material transactions. Entering into these transactions will materially

affect the financial position and operating performance of the subsidiary. Therefore, prior to the Board of Directors’

meeting of the subsidiary being convened and the Representative Director of the Company in the subsidiary casting

a vote for this matter, this Representative Director of the Company shall obtain prior approval for this matter from

the Board of Directors of the Company, provided, however, this shall be the case where the transaction value to

be entered into by the subsidiary is calculated as compared to the characteristics of transaction and/or the

transaction value in accordance with the Comprehensive Financial Statements of the Company (the criteria for

calculating the transaction value as specified in the relevant notifications of the Capital Market Supervisory Board

and the Board of Governors of the SET regarding the related party transaction or asset acquisition or disposal, as

the case may be, shall apply, mutatis mutandis) and shall be granted approval from the Board of Directors of the

Company. The transactions are as follows:

1.6 The subsidiary agrees to enter into a transaction with related parties of the Company or the

subsidiary, or a transaction related to the asset acquisition or disposal, including but not limited

to the following events:

- Transfer or waiver of benefits, as well as waiver of claims against a person who causes

damage to the subsidiary;

- Sale or transfer of all or a substantial part of the business of the subsidiary to other persons;

- Purchase or receipt of transfer of business from other companies to the subsidiary;



- Entering into, amendment, or termination of an agreement related to the lease of all or a

substantial part of the business of the subsidiary, delegation of other persons to manage

the business of the subsidiary, or the merger of the business of the subsidiary with other

persons for the purpose of profit and loss sharing;

- Lease or hire-purchase of all or a substantial part of the business or assets of the

subsidiary;

1.7 Borrowing, lending, granting of credit facilities, guarantee, entering into a binding juristic act

which causes an increased financial burden to the Company, or provision of financial assistance

in any other manner to other persons in a significant amount that is not in the ordinary business

of the subsidiary, except for the borrowing of money between the Company and the subsidiary;

1.8 Dissolution of the business of the subsidiary;

1.9 Any other transaction which is not a normal business transaction of the subsidiary and is a

transaction which will materially affect the subsidiary.

2. Matters which shall require approval from the shareholder’s meeting of the Company, with the votes

of not less than three-quarters (3/4) of the total votes cast by the shareholders attending the meeting

and being entitled to vote.

2.1 Amendment of the Articles of Association of the subsidiary in a matter which may materially

affect the financial position and operating performance of the subsidiary, including but not

limited to the amendment which affects the Company’s voting rights in the Board of Directors’

meeting of the subsidiary and/or the shareholders’ meeting of the associate company and/or

the dividend payment of the subsidiary and/or the Company’s rights as a shareholder of the

subsidiary or associate company in accordance with the law governing public limited companies

and the law governing limited companies, etc.;


subsidiary, or a transaction related to the asset acquisition or disposal of the subsidiary;

provided, however, this shall be the case where the transaction value entered into by the

subsidiary is calculated as compared to the characteristics of transaction and/or the transaction

value in accordance with the Comprehensive Financial Statements of the Company (the criteria

for calculating the transaction value as specified in the relevant notifications of the Capital

Market Supervisory Board and the Board of Governors of the SET regarding the related party

transaction or asset acquisition or disposal, as the case may be, shall apply, mutatis mutandis)

and shall be granted approval from the Board of Directors of the Company;

2.3 Capital increase by issuing newly-issued shares of the subsidiary or associate company and

allocating shares, including the registered capital and/or paid-up capital decrease of the

subsidiary or associate company, which is not in accordance with the existing shareholding

proportion of the shareholders, or any other act which will result in the proportion of the



Company’s direct and indirect voting rights in any shareholders’ meeting of the subsidiary or

associate company decreasing more than ten (10) percent of the total number of votes of the

subsidiary or associate company, or which will result in the decrease in shareholding proportion

which is deemed as an asset disposal transaction required to be approved by the Board of

Directors (the criteria for calculating the transaction value as specified in the relevant

notifications of the Capital Market Supervisory Board and the Board of Governors of the SET

regarding the asset acquisition or disposal shall apply, mutatis mutandis), except for the case

which is in the business plan or annual budget of the subsidiary which has been approved by

the Board of Directors of the Company;

2.4 Dissolution of the business of the subsidiary; provided, however, this shall be the case where

the size of business of the subsidiary to be dissolved is calculated as compared to the size of

business in accordance with the Comprehensive Financial Statements of the Company (the

criteria for calculating the transaction value as specified in the relevant notifications of the

Capital Market Supervisory Board and the Board of Governors of the SET regarding the asset

acquisition or disposal, as the case may be, shall apply, mutatis mutandis) and shall be granted

approval from the Board of Directors of the Company;

2.5 Any other transaction which is not a normal business transaction of the subsidiary and is a

transaction which will materially affect the subsidiary; provided, however, this shall be the case

where the transaction value entered into by the subsidiary is calculated as compared to the

characteristics of transaction and/or the transaction value in accordance with the

Comprehensive Financial Statements of the Company (the criteria for calculating the transaction

value as specified in the relevant notifications of the Capital Market Supervisory Board and the

Board of Governors of the SET regarding the related party transaction or asset acquisition or

disposal, as the case may be, shall apply, mutatis mutandis) and shall be granted approval

from the Board of Directors of the Company.

Items from 2.6 to 2.7 are deemed as material transactions. Entering into these transactions will materially

affect the financial position and operating performance of the subsidiary. Therefore, prior to the Board of Directors’

meeting of the subsidiary being convened, these items shall obtain prior approval for this matter from the Board of

Directors of the Company, provided, however, this shall be the case where the transaction value to be entered into

by the subsidiary is calculated as compared to the characteristics of transaction and/or the transaction value in

accordance with the Comprehensive Financial Statements of the Company (the criteria for calculating the

transaction value as specified in the relevant notifications of the Capital Market Supervisory Board and the Board

of Governors of the SET regarding the related party transaction or asset acquisition or disposal, as the case may

be, shall apply, mutatis mutandis) and shall be granted approval from the Board of Directors of the Company. The

transactions are as follows:


subsidiary, or a transaction related to the asset acquisition or disposal of the subsidiary,

including but not limited to the following events:



- Transfer or waiver of benefits, as well as waiver of claims against a person who causes

damage to the subsidiary;

- Sale or transfer of all or a substantial part of the business of the subsidiary to other persons;

- Purchase or receipt of transfer of business from other companies to the subsidiary;

- Entering into, amendment, or termination of an agreement related to the lease of all or a

substantial part of the business of the subsidiary, delegation of other persons to manage

the business of the subsidiary, or the merger of the business of the subsidiary with other

persons for the purpose of profit and loss sharing;

- Lease or hire-purchase of all or a substantial part of the business or assets of the

subsidiary;

2.7 Borrowing, lending, granting of credit facilities, guarantee, entering into a binding juristic act

which causes an increased financial burden to the Company, or provision of financial assistance

in any other manner to other persons in a significant amount that is not in the ordinary business

of the subsidiary, except for the borrowing of money between the Company and the subsidiary

within the Group Company permissible by relevant laws, without requiring approval from the

shareholders’ meeting of the Company, with the votes of not less than three-quarters (3/4) of

the total votes cast by the shareholders attending the meeting and being entitled to vote.

3. The Board of Directors of the Company will ensure that the directors and executives nominated or

appointed by the Company to be the directors and executives of the subsidiary and associate

company comply with the duties and responsibilities specified by the laws, resolutions of the Board

of Directors’ meeting of the Company, resolutions of the shareholders’ meeting of the Company,

the Articles of Association and polices of the Company, and of the subsidiary or associate company.

4. The Board of Directors shall take actions through the directors or executives who represent the

Company to procure that the subsidiary and associate company have an internal control system, a

risk management system, and an anti-corruption system, and determine appropriate, efficient, and

stringent measures for monitoring the internal control system the, risk management system, the

anti-corruption system, and the operating performance of the subsidiary and associate company in

order to ensure that various operations of the subsidiary and associate company are in compliance

with the Company’s action plans, budget, and policies, including the laws and notifications on the

good corporate governance of listed companies, as well as relevant notifications, regulations, and

criteria of the SEC and the SET, and other laws relating to the business operations of the Company

in a true and continuous manner. In addition, the Board of Directors shall procure that the subsidiary

and associate company disclose information on financial position and operating performance,

connected transactions, transactions which may have conflicts of interest, material asset acquisition

or disposal transactions, and/or any other material transaction to the Company, as well as various

actions in accordance with the criteria for the governance and management of subsidiaries and

associate companies correctly and completely under the relevant notifications of the Capital Market



Supervisory Board and the notifications of the Securities and Exchange Commission (including any

amendment thereto), as the case may be.

5. The Company shall procure that the Representative Director of the Company attends and votes in

the Board of Directors’ meeting of the subsidiary and associate company as specified by the

Company with respect of the consideration of significant matters for the business operations of the

subsidiary or associate company at all times, except for a case where the Representative Director

of the Company is unable to attend the meeting.

6. The directors and executives of the subsidiary and associate company, who have been nominated

and appointed by the Company, have the following duties:

6.1 Disclose information on financial position and operating performance, connected transactions

of the subsidiary, and material asset acquisition or disposal transactions to the Company

correctly and completely within the appropriate period specified by the Company. However, the

Board of Directors of the Company or the Board of Directors of the subsidiary shall consider

the connected transactions, and material asset acquisition or disposal transactions of the

subsidiary by applying the relevant notifications of the Capital Market Supervisory Board and

the SET, mutatis mutandis.

6.2 Disclose and submit the information on direct or indirect conflicts of interest of themselves and

related parties in connection with any transaction in other businesses which are expected to

cause other conflicts of interest with the Company and/or the subsidiary to the Board of

Directors of the Company or any person delegated by the Board of Directors of the Company

within the appropriate period specified by the Company. The Board of Directors of the subsidiary

shall have a duty to inform this matter to the Board of Directors of the Company within the

appropriate period specified by the Company to be used as information in support of any

consideration or approval by taking into account the overall interest of the Company and the

subsidiary.

6.3 The directors and executives of the subsidiary and associate company, who have been

nominated and appointed by the Company, shall not engage in the approval for the matters in

which they have interest or conflicts of interest, whether directly or indirectly.

The following acts which result in the directors or executives of the subsidiary and associate

company, who have been nominated and appointed by the Company or related parties of these

directors or executives receiving other financial benefits other than those which normally

received, or which result in the Company or the subsidiary suffering damage, shall be assumed

that these are the acts which are significantly in conflict with the interests of the subsidiary.

- Entering into a transaction between the subsidiary and its directors, executives, or related

persons of the directors or executives of the subsidiary and/or of the Company, which is

not in accordance with the criteria on connected transactions;



- Use of obtained information of the Company and/or the subsidiary, except for the

information that has been disclosed to the general public;

- Use of assets or business opportunities of the Company and/or the subsidiaries in a

manner that violates the criteria or general principles as specified by the Capital Market

Supervisory Board.

6.4 Report the business operation plans, business expansion plans, large-scale investment

projects, and joint investments with other business operators to the Company through the

monthly or quarterly operating performance report, and clarify and/or submit other documents

in support of consideration upon Company’s request;

6.5 Clarify and/or submit the information or documents relating to the operations to the Company

upon its appropriate request;

6.6 Clarify and/or submit the relevant information or documents to the Company if any significant

issues are found;

6.7 Ensure that the subsidiary has an appropriate, efficient, and stringent internal control system,

risk management system, and anti-corruption system in order to ensure that various operations

of the subsidiary and associate company are in compliance with the Company’s action plans,

budget, and policies, including relevant laws, notifications, regulations, and criteria of the SEC

and the SET, and other laws relating to the business operations of the Company in a true

manner, and in order to prevent corruption which may occur to the Company and other

necessary working systems. The Board of Directors should also put in place a clear working

system in order to demonstrate that the subsidiary has a sufficient system for the disclosure of

information and the entering into of material transactions in accordance with the specified

criteria in a continuous and reliable manner, and has channels for the directors and executives

of the Company to acknowledge the information of the subsidiary for the purpose of monitoring

the internal control system, risk management system, anti-corruption system, operating

performance and financial position, transactions between the subsidiary and its directors and

executives, and material transactions of the subsidiary appropriately and efficiently. In addition,

the Board of Directors should arrange for a mechanism for inspecting this working system in

the subsidiary, by granting the internal audit team and the Independent Directors and/or the

Audit Committee of the Company direct access to the information and by requiring that the

inspection results of this working system be reported to the directors and executives of the

Company in order to ensure that the subsidiary’s regular compliance with the working system

provided.

6.8 In the case that the subsidiary or associate company considers the appointment of auditor,

inform the subsidiary or associate company that it should appoint an auditor working in an audit

firm in the full-member category in the same network as the auditor of the Company.



7. The Board of Directors of the Company has a duty to procure that the directors and executives of

the subsidiary and associate company who represent the Company report conflicts of interest,

disclose and submit the information on direct or indirect conflicts of interest of themselves and

related parties in connection with any transaction in other businesses which are expected to cause

other conflicts of interest with the Company and/or the subsidiary to the Board of Directors of the

Company or any person delegated by the Board of Directors of the Company within the appropriate

period specified by the Company. The Board of Directors of the subsidiary shall have a duty to

inform this matter to the Board of Directors of the Company within the appropriate period specified

by the Company to be used as information in support of any consideration or approval by taking

into account the overall interest of the Company and the subsidiary

8. The directors, executives, staff, employees, or any delegated person of the subsidiary, as well as

the spouse and minor child of these persons are prohibited from using the insider information of the

Company and/or the subsidiary, which is obtained from the performance of their duties or by any

other way which has or may have material effect on the Company and/or the subsidiary for their

own or other’s interest, whether directly or indirectly, and regardless of whether or not the returns

will be received.

9. The directors, executives, or related parties of the Company and/or the subsidiary will be able to

enter into a transaction with the Company and/or the subsidiary, as the case may be, only if the

transaction is granted approval from the Board of Directors’ meeting or the shareholders’ meeting

of the Company depending on the transaction value calculated in accordance with the criteria

specified in the notification on connected transactions, except for a transaction that contains trading

terms similar to those which a reasonable person would enter into with a general party in similar

circumstances, with a bargaining power that is free of any undue pressure as a result of they being

directors, executives, or related parties, as the case may be, and that contains trading terms

approved by the Board of Directors or in accordance with the principles approved by the Board of

Directors.

10. Amendment of the Articles of Association of the subsidiary in a matter which may materially affect

the Company’s rights to nominate or appoint a person as a director or executive in the subsidiary

in accordance with the Company’s shareholding proportion in the subsidiary. This matter shall

require approval from the Board of Directors’ meeting of the Company, with the votes of not less

than three-quarters (3/4) of the total votes cast by the shareholders attending the meeting and being

entitled to vote.

3.11.5 Delegation of Authority

TIPH or the Company

Due to the fact that the Company was established on 31 July 2020 to accommodate the shareholding

and management restructuring and did not hold shares in TIP, resulting in the Company not operating business



significantly, the Company will not approve its annual budget in the early years of its incorporation. However, after

the completion of the shareholding and management restructuring, the Company will approve the annual budget,

with the operating procedure in which the Chief Executive Officer and executives of the Company will have authority

to allocate capital funds from the budget in accordance with the amount approved by the Board of the Directors,

as well as have authority to transfer and/or change the budget pursuant to the authority specified in each

department. For the procurement of goods and services, as well as engagement of consultants or experts, the

Chief Executive Officer will have authority to approve the amount limit of not exceeding THB 20.00 million.

TIP

The Managing Director and executives of TIP have authority to allocate capital funds from the budget

in accordance with the amount approved by the Board of the Directors, as well as have authority to transfer and/or

change the budget pursuant to the authority specified in each department. For the procurement of goods and

services, as well as engagement of consultants or experts, the Managing Director will have authority to approve

the amount limit of not exceeding THB 20.00 million.

3.11.6 Use of Inside Information Control

The Company determines policies and methods on the supervision of directors, members of the

subcommittees, executives, advisors to the Board of Directors, advisor to the Chairman of the Board of Directors,

and employees of the Company with regard to the use of Company’s insider information which has not disclosed

to the general public for their own interest as follows:

1. The Board of Directors will provide knowledge to the directors, members of the subcommittees,

advisors, executives (in accordance with the definition specified by the SEC and the SET), and

auditors of the Company, as well as a planner, plan administrator, and temporary plan

administrator under the bankruptcy law, with respect to their duties to report the change in the

securities holding and futures by themselves, their spouses, persons who live and cohabit as

husband and wife, minor child, and juristic person with specified characteristics to the SEC in

accordance with the criteria specified in the Securities and Exchange Act B.E. 2535 (1992)

(including any amendment thereto).

2. The Company requires that the directors, members of the subcommittees, advisors, executives

(in accordance with the definition specified by the SEC and the SET), and auditors of the

Company, as well as a planner, plan administrator, and temporary plan administrator under the

bankruptcy law prepare and disclose the report on the change in the securities holding and

futures by themselves, their spouses, persons who live and cohabit as husband and wife, minor

child, and juristic person with specified characteristics to the SEC in accordance with the criteria

specified in the Securities and Exchange Act B.E. 2535 (1992) (including any amendment

thereto), and deliver the copy of this report to the Company on the same day as the date on

which this report is submitted to the SEC.



3. The Company requires that the directors, members of the subcommittees, advisors, executives,

and related operators who acknowledge the insider information relating to the financial

statements, financial position, or operating performance of the Company, including other

significant insider information, which affects the change in the securities holding refrain from

trading securities of the Company during the period prior to the publication of the financial

statements, or the publication of the financial position or operating performance of the

Company, and are prohibited from disclosing the significant information to other persons until

it has been disclosed by the Company to the general public. The Company shall give a notice

in writing to the directors, members of the subcommittees, advisors, and executives (in

accordance with the definition specified by the SEC and the SET) to refrain from trading

securities of the Company at least one (1) month in advance prior to the disclosure of

information to the general public, and wait for at least 24 hours after the disclosure of information

to the general public.

4. The directors, members of the subcommittees, advisors, executives (in accordance with the

definition specified by the SEC and the SET), and employees of the Company are prohibited

from using the insider information of the Company, which affects or may affect the change in

the Company’s securities price, which has not been disclosed to the general public, and which

has become known to themselves in their positions or status, in order to purchase, sell, offer

for purchase, offer for sale, or persuade other persons to purchase, sell, offer for purchase,

offer for sale other shares or securities (if any) of the Company, whether directly or indirectly,

which may cause damage to the Company, and regardless of whether or not such action is for

their own or other’s interest, or the disclosure of such facts in hopes that other persons perform

such act and they receive benefits and returns.



from disclosing or utilizing in any way the insider information or secrets of the Company, as

well as the confidential information of the business partners of the Company, which have

become known to them as a result of the performance of their duties, even though such action

will not cause damage to the Company or its business partner.


definition specified by the SEC and the SET), and employees of the Company are obliged to

keep secrets and/or the insider information of the Company, and to use the insider information

of the Company in the interest of the business operations of the Company only. However, the

directors, members of the subcommittees, advisors, executives (in accordance with the


from using the secrets and/or the insider information of the Company to seek for their own or

other’s interests, whether directly or indirectly and regardless of whether or not the returns will

be received.



7. Any personnel who fail to comply with the policy on the use of insider information shall be

subject to disciplinary actions as specified in the Company’s regulations and/or punishment as

required by law. The imposition of punishment shall be based on the intention in action and the

severity of such offence.

3.11.7 Audit fees

TIPH or the Company

The Statutory Meeting, convened on 31 July 2020, approved the audit fee of the Company for the year

2020 in the total amount of not exceeding THB 320,000 per year.

The audit fee of the Company for the period from 31 July 2020 to 31 December 2020, and for the three-

month period ended on 31 March 2021 can be summarized as follows:

Unit: THB For the period from 31 July 2020

to 31 December 2020

For the three-month period

ended on 31 March 2020 Audit fee 200,000 130,000

Review fee for computer operating

system - -

Total 200,000 130,000

TIP

The 2020 Annual General Meeting of Shareholders, convened on 9 July 2020, approved the audit fee

of TIP for the year 2020 in the total amount of THB 4,118,000 million.

The audit fee of TIP for the year ending 31 December 2018, 2019, and 2020, and for the three-month

period ended on 31 March 2021 can be summarized as follows:

Unit: THB 2018 2019 2020 For the three-month period

ended on 31 March 2020 Audit fee 3,843,210 3,959,000 4,118,000 448,000.00

Review fee for computer operating

system 890,000 917,000 953,000 -

Total 4,733,210 4,876,000 5,071,000 448,000.00

3.11.8 Other Good Corporate Governance

TIP has complied with the good corporate governance principles for listed companies in accordance

with the criteria specified by the SET for other matters, such as the attendance to the meetings by directors in the

Board of Directors and subcommittees. After being listed as a listed company on the SET, the Company will operate

its business in accordance with the good corporate governance principles.



3.12 Corporate Social Responsibility

TIPH or the Company

The Company and its subsidiaries operate their businesses under good corporate governance

frameworks, with transparency and accountability, and the aim of developing their businesses and to promote

an economic, social, and environmental balance. The Company and its subsidiaries are committed to be a

role model for the sustainable business operation, to manage their business activities to achieve stable growth,

and to become recognized in society according to their business ethics and good corporate governance

principles, as well as to effectively generate returns for the shareholders by taking into account the impact of

the business operation on the stakeholders of the Company and the subsidiaries in all dimensions. Therefore,

the Company has established a corporate social responsibility policy as a guideline for business operations of

the Company and the subsidiaries in various aspects.

1. Fair business practices

The Company and the subsidiaries have incorporated the guidelines for the practices when dealing

with stakeholders in the Code of Conduct by taking into account responsibility to the stakeholders, that is, the

shareholders, employees, customers, business partners, contracting parties, the community, society, and the

environment. In addition, the Company and the subsidiaries promote fair and free trade competition, avoid any

conducts which may cause the conflicts of interest, and fight against any forms of corruption as follows:

(1) Corporate governance

The Company and its subsidiaries are committed to conduct their businesses properly with integrity,

fairness, transparency, disclosure of material information, and accountability, and to implement good

corporate governance frameworks as guidelines for the business operations. To this end, the

Company and its subsidiaries will take into account the benefit for and impact on all shareholders,

customers, business partners, employees, and stakeholders, with fair and appropriate benefit

sharing.

(2) Social responsibility

The Company and its subsidiaries have a policy to operate their businesses with corporate social

responsibility (CSR) based on ethical principles in order to be fair to all stakeholders and to maintain

balanced operations in the economic, community, social, and environmental aspects, which will

ensure successful and sustainable business operations.

(3) Compliance with laws, rules, and regulations

The Company and its subsidiaries place emphasis on compliance with the laws and rules relating

to occupational health and safety, including compliance with international business ethics. The

directors, executives, and employees of the Company are required to comply with laws, regulations,



and rules, and must not engage in or provide assistance in any acts that are in violation or breach

of the relevant laws and rules.

(4) Promote efficient and effective use of limited resources

The Company and its subsidiaries encourage the directors, executives, and employees at all levels

to use resources effectively, appropriately, and sufficiently for the utmost benefit, as well as

communicate, educate, support, and instill conscience in the employees, as well as all related parties

with respect to the effective management and use of resources in the best interest of the

organization.

2. Anti-Corruption

The Company and the subsidiaries have established an Anti-Corruption Policy with focus on building

organizational culture which all levels of personnel are aware of the consequences of corruption, creating

correct values, and increasing the confidence of all stakeholders, and determining specific policies and practices

relating to anti-corruption in order to ensure the Anti-Corruption Policy is implemented effectively.

3. Respect for human rights

The Company and its subsidiaries support and respect the protection of human rights, by treating

all related parties, such as employees, communities, and all of society with esteem, human dignity, and equality,

by taking into account equality and freedom without violating any fundamental rights or discrimination on the

basis of race, nationality, religion, language, ethnicity, skin color, gender, age, education, physical condition, or

social status. The Company and its subsidiaries also ensure that their business does not engage in the violation

of human rights, whether directly and indirectly, including the child labor, or forced labor.

4. Fair treatment of labor

The Company and its subsidiaries realize the importance of human resource management and fair

treatment to labor, which are critical factors to increase value in the business and enhance the competitiveness

and the sustainable growth of the Company and its subsidiaries in the future. The Company and its subsidiaries

also emphasize the respect of employees’ rights according to human rights principles, and comply with labor

law, by establishing a fair employment process and conditions, determining proper remuneration according to

the employee potentials, conducting fair performance evaluation, and providing appropriate benefits and

welfare.

The Company and its subsidiaries promote the development of personnel at all levels by arranging

academic training and seminars on various aspects This is to develop knowledge and capability, improve the

employee’s potential, and cultivate good attitudes, virtue, ethics, and teamwork for the employees, as well as

create a working environment that is pleasant and accepting to other people’s difference, and encourage

employees at all levels to treat each other fairly without taking advantage.

In addition, the Company and its subsidiaries give all employees an opportunity to make comments

or complaints on unfair treatment or improper acts both in the Company and its subsidiaries, and protect the



employees who report these matters. The Company and the subsidiaries also promote occupational health and

safety by putting safety as the first priority.

5. Customer Responsibility

The Company and its subsidiaries will create good products and services to ensure maximum

customer satisfaction by providing product and service information that is correct and sufficient for its customers

and respond to their needs in a rapid and efficient manner, establishing convenient and efficient systems and

channels for customers to make complaints on products and services.

The Company and its subsidiaries will treat their customers fairly without discrimination and keep

customers’ secrets, as well as dedication to building satisfaction and confidence for customers under the

appropriate safety and technology, to maintain their quality of international standards with continuous

improvement.

6. Environment Conservation

The Company and its subsidiaries pay attention to the conservation of natural resources by

promoting effective use, emphasis on safety for society, the community, and the environment, conducting

business with high standards and well-controlled operational systems and encouraging social and

environmental development in a sustainable manner. The Company and its subsidiaries also cultivate

responsibility towards society, the community, and the environment both in the organization and in the

employees at all levels, and promote activities that relate to the environmental conservation.

7. Participation in development of the community and society

The Company and its subsidiaries have a policy to conduct their business that is beneficial to the

economy and society, to act as good citizens, and to comply with the relevant laws and regulations. In addition,

the Company and its subsidiaries encourage the dissemination of knowledge to communities, creation of jobs,

and distribution of income in order to raise the quality of life of the people and to develop society and the nation

sustainably. The Company and its subsidiaries also promote activities and cultivate responsibility towards

society in a concrete manner, so as to be an important part in driving the country to sustainable social and

environmental development.

In addition, the Company and its subsidiaries give communities, societies, or stakeholders who are

materially affected by the business operations of the Company and/or a subsidiary an opportunity to

communicate, suggest, or petition through the channels provided by the Company.

Anti-Corruption Policy

The Company and its subsidiaries aim to develop its organization sustainably with the foundation of

conducting its business with integrity, transparency, and responsibility towards all stakeholders, in alignment

with corporate governance guidelines. The Company and its subsidiaries have therefore established the Anti-Corruption Policy to be written as a guideline for the directors, executives, and employees of the Company



and its subsidiaries at every level to uphold and follow strictly. This clearly reflects that the Company and its

subsidiaries will not tolerate any form of corruption under the Thai law.

Operating Guidelines

1. The Company and its subsidiaries are business organizations that are politically neutral and support

the democratic form of government with the King as Head of State. Thus, the Company does not

have any policy in aiding or supporting politics either directly or indirectly.

2. The Company and its subsidiaries support being a part of the community and improving the quality

of life for a better society and environment by charitable contributions or aid in other forms, giving

back to society and building a healthy image of the Company with no intention to obtain any business

benefit in return.

3. Sponsorships given by the directors, executives, and employees of the Company or its subsidiaries

must be according to the purpose or business policy through a transparent process of consideration

without any conflicts of interest.

4. Giving or accepting gifts or hospitality by the directors, executives, and employees of the Company

or its subsidiaries must be within the purpose of business or tradition and within an appropriate cost

range and without any influence on any business decision.

5. The Company or its subsidiaries promote the Anti-Corruption Policy for the directors, executives,

and employees of the Company, customers, business partners, business representatives, and the

general public through communication channels both within and outside the Company, such as the

Company’s website, intranet, annual reports, announcement boards or other suitable methods to

show that the Company is determined to conduct its business with transparency and free from

corruption.

6. The Company and its subsidiaries arrange courses to promote understanding and knowledge in the

conduct of its business in accordance with the Anti-Corruption Policy for the directors, executives,

and employees of the Company. This is to emphasize the means to cultivate and maintain the value

of the organization’s culture to be free from corruption.

7. The Company and its subsidiaries implement the inspection process for significant business

operations, including the procurement system and the entering into agreements which relate to risks

of corruptions in order comply with the reimbursement and procurement regulations of the Company.

The internal audit department will give comments and follow up the appropriate solution.

8. The Company and its subsidiaries promote personnel management which reflects the Company’s

adherence to anti-corruption measures from the selection, training, performance evaluation, giving

of remuneration, and promotion.

9. The Company and its subsidiaries arrange for internal control which covers finance, accounting,

data storage, and other processes within the Company in relation to the Anti-corruption measures,

and conducts the control self-assessment for the discussion on the internal control results.



10. The Company and its subsidiaries implement risk management which controls, protects, and

suppresses the corruption and misconduct by analyzing, identifying and assessing business

operation risks, and determining the risk appetite, as well as establishing standards that are

appropriate for assessable risks, and follow up the mitigation plan regularly.

11. The Company and its subsidiaries arrange for an internal audit to ensure that the specified internal

audit and risk management system helps the Company achieve its targets, and that the audit of

operation in every work unit complies with the Company’s requirements and rules. The system is

also able to identify defects or weak points, and give advice on the development of operating system

to be more effective and efficient in accordance with the good corporate governance principles.

Lodging of complaints and Whistle Blower channels

The Company and its subsidiaries have a secured channel for employees, business partners,

customers, or the general public to be confident in reporting any complaints or information involving corruption

without incurring any risk to themselves. The Company will attend to the information fairly and with transparency

towards every party. The procedure will be conducted within an appropriate period of time and information of

the informant will be kept confidential to protect the informant from any hazard.

Monitoring on Compliance

The Company and its subsidiaries realize the importance of enforcing the Anti-Corruption Policy to

its highest potential, therefore, in the case that any member of the Board of Directors, executives, or any

employee seeks to violate this policy, the Company will penalize the guilty party accordingly, this also includes

termination of employment if the Company deems it necessary so as to maintain its principle of conducting its

business with integrity and transparency.

TIP

TIP commits to excellent services with strict adherences to the moral values and social responsibility

in all aspects: towards society, the economy and the environment by considering the involvement of all the

stakeholders towards sustainable development. TIP has, therefore, set standards, work ethics, moral values,

economic and social responsibilities for its Board of Directors, executives, and employees to adhere to and

perform as a truly professional insurance company. This involves good corporate governance which places

importance on honesty, fairness and transparency, clients’ and business partners’ confidentiality, and respect

for other people’s intellectual property.

TIP also specified these issues in its moral and ethical conduct that TIP should respect human

rights, which is the basis for personnel development. TIP has also established channels for employees to

submit reports of complaints, corruption, regulation violations, and unfair treatment to the related committee.

TIP’s policy is to ensure confidentiality of the complainants.



In 2020 and in the first quarter of 2021, TIP; however, did not receive any complaints regarding

human rights violation from employees, business partners, or any other persons, this built up the confidence

that TIP’s business operations did not adversely affect any related parties.

Moreover, TIP has earnestly made its Anti-corruption policy available to the general public based

on TIP’s foundation of honesty, transparency and responsible business operations for all stakeholders in line

with the principle of corporate governance. TIP’s Board of Directors has enacted Anti-corruption policy to

establish operating guidelines for the Board of Directors, executives and employees from every department to

strictly adhere to and comply, this reflects TIP’s clear intention and determination to oppose corruption in every

form.

TIP uses both CSR models: CSR in Process, which involves CSR in its insurance business

operation, and Strategic CSR, which is a non-insurance, business-oriented model, as proactive CSR models

initiated within the organization of good causes in society by addressing various aspects.

CSR in Process is our CSR project that is related to the insurance business. The project does not

solely focus on making profit, but also considers benefits of our customers and contribution to general public.

In addition to providing insurance coverage and making timely and fair indemnity payment, CSR in Process

also aims to maximize the income benefits and reduce the risks to customers through insurance by providing

products and service such as COVID-19 Insurance, Agricultural Insurance to assist rice farmers, Livestock

Corn Insurance, disaster prevention and mitigation, Dhipaya’s Road Safety Program and TIP Smart Assist

Team.

CSR after Process or “Activities for Society” are the activities organized by organizations which

provide benefit to society in various aspects. Activities are usually reactive approaches which are different from

the main business processes. Activities include disaster relief and voluntary activities for public interest, which

are normally outside the normal working hours.

TIP’s Strategic CSR consists of seven main campaigns. Additionally, there are other annual public

charities and social service projects. These activities include:

1. The “Dhipaya’s Care and Share” project has been held regularly and continually on 84 occasions,

to promote education and improve the quality of life for disadvantaged youth, which will lead to

national development in the future, and the improvement of the quality of life and educational

establishments for educationally and socially disadvantaged youths (In 2021, TIP could not yet

organize any project because of the continued outbreak of the COVID-19 pandemic, which resulted

in educational institutions cancelling their educational activities and other relevant activities).

2. The “Dhipaya Merit Making for His Majesty the King” which aims to strengthen Buddhism and

promote Thai arts and culture. This has been continually held on a total of 178 occasions.

3. The “Dhipaya Saves the Earth” which aims to conserve and improve the environment and has been

held on 21 occasions.



4. The “Dhipaya’s Carry on the King’s Philosophy” was based on “Dhipaya Insurance: Following The

King’s Journey Passport” Project to instill HM King Bhumibol Adulyadej Borommanatthabophit the

Great’s sufficiency economy philosophy, which has been proven effective at 81 learning centers on

9 different routes, to youth, educators and the general public. The public can apply these teachings

and real-life experiences in their daily lives to help develop the country. This project has been held

on 12 occasions.

5. The “Hanuman Volunteer Unit” which aims to relieve the suffering of people in need. This unit has

been continually providing assistances since its establishment in 2001. Executives and employees

who are Dhipaya volunteers are always ready to assist disaster victims and disadvantaged people

in any circumstances. For example, they helped with the relief flood disaster in Sakon Nakhon

Province, Roi Et Province, Loei Province, Ubon Ratchathani Province, Nakhon Si Thammarat

Province, Surat Thani Province etc., restoration of important religious buildings damaged by

earthquakes in the Northern region, and traffic assistance during important festivals such as New

Year and Songkran.

6. The “Dhipaya’s Road Safety Program” aims to reduce various accidents and to create a safe driving

culture among the Company’s employees. This has been publicized through public relations

materials and media to expand the concept and the results to the employees’ families, society, and

stakeholders, as well as to make both employees and the general public aware of road safety and

the importance of strictly adhering to road traffic regulations.

7. Public Charities and Social Service Activities include the annual merit making projects organized by

the Company as follows:

Dhipaya’s Kathin Robe Offering Ceremony

Dhipaya’s Off-season Robe Offering Ceremony

Dhipaya Might of Merit, Nine of the Ninth Month

Other Public Charities and Social Service Activities

Anti-Corruption Practices

TIP participated in Thailand’s Private Sector Collective Action Coalition Against Corruption (CAC)

on 26 July 2013, and was certified as a member of CAC on 18 August 2017. TIP implemented the anti-

corruption frameworks and policies after the Board of Directors approved the Anti-Corruption Policy and

practices for anti-corruption, which came into effect on 28 June 2016 to be guidelines for the operation of all

directors, executives, and employees in TIP. In addition, in order for the employees of the Company to

understand the Anti-Corruption Policy and for all stakeholders to acknowledge the Anti-Corruption Policy and

practices of anti-corruption, TIP arranges training sessions to share knowledge on compliance with this policy

and publishes on its website the Anti-Corruption Policy and practices for anti-corruption.



TIP Anti-Corruption Policy

TIP has established an Anti-Corruption Policy to lay down the framework for the directors,

executives, and employees of TIP to strictly adhere to and comply with in their performance of duties. Also,

TIP has issued the handbook on anti-corruption practice to define the duties and responsibilities of every

employee of TIP in compliance with this policy, as well as guidelines for treatment of its business partners and

business representatives, and operational frameworks in relation to business activities, including accounting

(making-receiving payment) and procurement in which operating procedure has been specified in order to

ensure that the procurement process of TIP is carried out transparently and free from corruption.

In the implementation of these operational frameworks in the procurement process, for example

sales promotional activities, TIP has established the consideration and approval process for the payment of

sales promotional expenses under the scope of authority specified by TIP. In addition, TIP has also put in place

the review process for the spending of sales promotional expenses which is consistent with its internal control

process, in order to control and ensure that the spending of such sales promotional expenses is not an excuse

for corruption. The procedure and process include:

1. An outsider agency requests for the payment of sales promotional expenses;

2. All departments in TIP that received the request for payment shall consider the details and

information if the requested transactions are in accordance with the criteria as follows:

in compliance with TIP’s Anti-Corruption Policy;

in line with the ordinary course of business of TIP and the insurance industry.

3. Examines information in support of the proposal for approval to ensure that:

The outsider agency which made such request is truly existent and has a definite place of

business, with clear objectives of spending these expenses.

The outsider agency clearly specifies a responsible person for the disbursement of expenses.

4. Prepare a memorandum for approval, if the approval to prepare a payment note is granted by an

authorized person under the scope of authority in TIP.

5. The Finance Department examines the authority of the person granting approval, as well as the

supporting documents for the disbursement of expenses, and requests any additional documents (if

any).

6. The Accounting Department receives the payment documents from the Finance Department in order

to verify the correctness and completeness of the documents and the bookkeeping records.

7. The Accounting Department files bookkeeping documents in the document number order by

methods specified in the quality filing procedure in accordance with the ISO system.

In addition to the implementation of operational frameworks as stated above, TIP has put in place

an audit process, in which the Audit Department has a duty to perform audit independently according to the



audit plan for the internal control system on corruption as approved by the Audit Committee on a yearly basis,

and to report the audit results directly to the Audit Committee, in order to ensure that the TIP’s internal control

over corruption is carried out efficiently and in accordance with the requirements of the relevant authorities.

The Audit Committee will further report the audit results to the Board of Directors. In the case that any remark

is found from the audit, the Audit Department will follow up the rectification results in order to ensure that any

rectification has been performed appropriately, and propose the follow-up results to the Audit Committee for

further consideration and proposal to the Board of Directors.

With regard to the audit plan for the year 2020, the Audit Department performed an audit of the

internal control system on corruption as a part of the audit of operational procedure in two business units, which

was proposed to the Audit Committee on 27 January 2021 and 22 February 2021. The audit results showed

that payments were made in accordance with the specified procedures and were consistent with TIP’s Anti-

Corruption Policy, and the internal control system is sufficiently effective. The duties of performer, reviewer,

and approver of proposed transactions were segregated according to TIP’s delegation of authority, so as to

consider the proposed transaction prior to entering into the transaction if it is in compliance with the Anti-

Corruption Policy, and in the ordinary course of business of TIP as well as the insurance industry. In addition,

the transactions have also been audited by the Finance Department and the Audit Department in accordance

with the specified procedures.

Furthermore, TIP is audited by certified public accountants as approved by the Office of the

Securities and Exchange Commission every quarter and every year.

In monitoring the compliance with the Anti-Corruption Policy and practices relating to anti-corruption,

TIP requires that its supervisors at all levels have a duty to ensure compliance with the Anti-Corruption Policy

and practices relating to anti-corruption. This is considered a part of the discipline of TIP employees and

personnel to understand and comply with the Anti-Corruption Policy in all steps of operation. If there is any

suspicion that an activity or business transaction may be in violation or breach of the Anti-Corruption Policy

and practices relating to anti-corruption, the employee must report this information to the responsible unit or to

a related person through channels for reporting corruption.

TIP reviews its Anti-Corruption Policy and practices relating to anti-corruption on a regular basis,

and in the case that there are factors which affect the material change in TIP, in order to be consistent with

changing situations, risks, and laws.

Complaint-making and Whistle Blower Policy

TIP has announced the Regulation on the Whistleblower and Complaint Procedure B.E. 2552 (2009)

(first revised edition 2017), which is currently in force and can be summarized as follows:

1. When TIP receives complaints, the Corporate Communication and CSR Department will perform

preliminary examination of these complaints.

If it shows that a complaint is a matter in which an employee wishes to lodge a grievance, the

Human Resources Department shall liaise with the business line/department which is



responsible for the matter that is made in a complaint by the employee in order to expedite

the consideration of relevant matters as appropriate in each case, and to collect these matters

as evidence to further report to the Corporate Communication and CSR Department and the

related persons.

If it shows that a complaint is a matter related to customer satisfaction, the Corporate

Communication and CSR Department shall liaise with the business line/department which is

responsible for the matter in the complaint in order that the superior of that business

line/department can accelerate further actions on relevant matters as appropriate in each case,

and to inform the consideration results to the Corporate Communication and CSR Department

to collect them as evidence and report the conclusion to the related persons.

If it is a complaint that is deemed as committing wrongful acts as follows:

Breach of law;

Correctness of financial report;

Violation of business ethics;

Defect of internal control system;

Practices relating to sales of the Company’s insurance policies;

Dishonesty, corruption, and fraud in all forms within and outside the Company;

the relevant business line/department shall inform the claimant that TIP has received the

complaint and shall explain the steps to be taken in accordance with the complaint procedure, as well as

expected completion period. At the same time, the relevant business line/department shall inform the Audit

Committee and the relevant business line/department for joint consideration.

In the case that a complaint is a matter that affects TIP’s image or operational performance,

or may cause damage to TIP, the relevant business line/department shall urgently report this matter to the

Managing Director or the Chairman of the Board of Directors.

2. After the Corporate Communication and CSR Department, the Company Secretary, the Human

Resources Department, the Audit Department, the Legal Department, and relevant business

lines/departments have jointly considered and examined the complaint, TIP will take action as

follows:

In the case that no issues required to be rectified, or after the investigation of facts the relevant

party admits that or it is settled that the complaint was caused by an operational error:

The Corporate Communication and CSR Department and the relevant business

line/department shall inform the conclusion to the claimant, the executive responsible for the

business line, and the department director within 17 days from the receipt date of TIP’s

complaint.

In the case of issues to be rectified, or a dispute which cannot be resolved: the Corporate

Communication and CSR Department, the Company Secretary, the Human Resources



Department, the Audit Department, the Legal Department, and relevant business

lines/departments shall bring the complaint or the dispute into the “procedure for consideration

of complicated complaints” in which a subcommittee will consider the complaint or dispute,

and the consideration process is expected to be completed within 30 days from the date of

TIP’s receipt of such complaint.

In the case of a complaint which is related to executives from the level of department director

to directors of the Board of Directors: the Human Resources Department shall propose the

complaint to the person who has the authority at one step higher than the person who is

subject to complaint, and to the Audit Committee to appoint one additional committee to

perform the examination procedure, except in the case that the person who is subject to

complaint is the Director of Human Resources Department, the complaint shall be referred

to the executives in the chain of command to take action instead.

3. In the case that the claimant has received a letter notifying consideration results from TIP but is not

satisfied with the consideration results and still makes a complaint of the same case to TIP: The

Corporate Communication and CSR Department, the Company Secretary, or the Human Resources

Department shall inform this complaint to the Managing Director for his direction on considering or

examining the matter once again. The Corporate Communication and CSR Department has a duty

to inform the claimant of the receipt of the complaint, including the process, steps, and expected

completion period for his/her acknowledgement.

TIP requires that the consideration period for a complaint to be completed should be within 30 days

from TIP’s receipt date of such complaint or complete documents, and that the information relating to the

claimant and the matter of complaint must be kept confidential and not be disclosed to unrelated persons, and

with a clear intention that all claimants are treated fairly.



3.13 Internal Control and Risk Management

3.13.1 The opinion of the Board of Directors

TIPH or the Company

The Company is well aware of the importance of the internal control system and risk management. In

this regard, the Audit Committee has been assigned to be responsible for reviewing the effectiveness of the

internal control system as well as the appropriation of the internal control system for the business operation . The Audit Committee Meeting no. 1/2020 dated 9 November 2020, and no. 2/2020 dated 24 November 2020,

the Board of Directors Meeting no. 6/2020 dated November 24, 2020, and no. 1/2021 dated 29 January 2021

have passed resolutions, approving charters, policies, and guidelines for the Companies. The mentioned charters, policies, and guidelines of the Company are set to be aligned with those of TIP which have been

implementing successively in order to ensure that the Company and TIP have sufficient and appropriate internal

control systems under the same standard. In addition, the Company has approved the Governance and Management of Subsidiaries and

Associate Companies Policy in order to set the direct or indirect approaches and mechanisms to monitor,

govern, and manage the businesses of subsidiaries and/ or associate companies, as well as to supervise that

the subsidiaries and/ or associate companies has applied approaches and mechanisms that the Company

prescribed in compliance with the Company’s policies as if such subsidiaries and/or associate companies are

units within the Company. Furthermore, the Governance and Management of Subsidiaries and Associated Companies Policy

also indicates that the number of the Company’ s delegates to be appointed or nominated as directors or

executives of subsidiaries and/ or associate companies shall be at least no less than the proportion of the

shareholding of the Company in such subsidiaries and/ or associate companies. The qualifications and the

scope of responsibilities of the Company’s delegates are also clearly defined in the mentioned policy. However,

any actions in accordance with the stated policy may depend on the Company’s shareholding stake, the consent

from the prospected partner, and relevant laws. (Please see further details in Section 1, clause 3. 11. 4 The

governance of subsidiaries and/or associate companies) According to the Board of Directors meeting no. 3/2021 dated 1 April 2021, the Board of directors has

evaluated the sufficiency of the current internal control of the Company and its subsidiary by considering both

the Internal Control Sufficiency Evaluation Form of the Company and the Internal Control Sufficiency Evaluation

Form of TIP. The Board of directors also asked the management and the audit department to get additional

information, as well as considered the opinion of the Audit Committee of the Company and TIP on the Internal

Control Sufficiency Evaluation Form according to the Audit Committee meeting of the Company no. 3/2021

dated 22 March 2021 and the Audit Committee meeting of TIP no.3/2021 dated 22 February 2021. The Audit

Committee meetings of the Company and TIP as mentioned were held to evaluate the internal control of the

Company and the subsidiary in 5 areas, comprising



1) Control Environment

2) Risk Assessment

3) Control Activities

4) Information and Communication

5) Monitoring Activities

The Board of Directors viewed that the Company has suitably set up the internal control system,

defined work processes, implemented the risk management, and established policies. The Company has

identified efficient and sufficient approaches as well as mechanisms to directly or indirectly govern the business

operation of the subsidiaries and affiliated companies to be in line with objectives, goals, relevant laws and

regulations. The approaches and mechanisms, as mentioned, can ensure that the Company and its subsidiary

have the internal control systems and internal audit program which are appropriate and sufficient as compared

to the size of businesses, can protect the assets of the Company and its subsidiary from fraud, lost, or exploit

by the unauthorized persons, and can support the preparation of financial statements of the Company and its

subsidiary to be accurate with the disclosures that complete, sufficient, and reliable. In addition, the Company

has set up the monitoring process to ensure that the approaches and mechanisms prescribed by the Company,

such as the internal control system and the risk management, are applied by the subsidiary as if it is a unit

within the Company. Additionally, the Company also supervise that the subsidiary operates in compliance with

laws and the Company’s policies, and that the subsidiary disclose the information to investors according to the

requirement for the periodic disclosure and the disclosure of material events, completely, accurately, clearly,

and sufficient for investment decision making. In case of TIP, which is a Core Company, the Audit Committee viewed that TIP has the appropriation

internal control system which is sufficient and appropriate for its business operation. The internal control system,

as stated, can protect TIP’ s assets from fraud, lost, or exploit by the unauthorized persons, and can support

the preparation of financial statements of the Company and its subsidiary to be accurate with the disclosures

that complete, sufficient, and reliable. In addition, TIP has set the code of conduct for its employee to ensure

that its business shall be operated honestly and ethically, and has also set appropriate policies for other relevant

areas. Furthermore, TIP has the audit department which directly reports to the Audit Committee. The audit

department is responsible for the internal auditing which shall be implemented regularly in accordance with the

audit plan. TIP also takes risk management on priority. The risk management framework and risk management

policy was set, as well as the appropriate risk management guidelines which covered key risks of TIP to ensure

that the organization is at the acceptable risk level.

Details of the internal control sufficiency evaluation are as presented in the Internal Control Sufficiency

Evaluation Form of the Company on the Enclosure 11.



TIP

TIP is well aware of the importance of the internal control system and risk management. It has the audit department which is responsible for the internal audit and the evaluation of TIP’s internal control system. The Board of Directors of TIP appointed the Audit Committee to serve as an independent unit in providing supports and implementation on the mentioned issues on behalf of the Board of Directors, and also set up the

code of conduct to ensure that the business operates honestly and ethically. In addition, the Board of Directors

also defined the organizational structure with scopes of responsibilities that allow its personnel to be able to

work efficiently, the sufficient process on entering into a transaction with a person who may have conflict of

interest and related parties, and the anti- corruption processes which are in accordance with of TIP’ s internal

process and those of the external parties. Moreover, the general control has been improved by using the

information technology, and the communications on the issues which will affect the internal control system has

been made though external communications and internal communications ( including executive and directors) . The audit department who directly reported to the Audit Committee shall conduct the internal audit and report

the result to the Audit Committee regarding the internal auditing result to ensure that TIP’ s internal control

system is complete, appropriate, and in compliance with Notice of Office of Insurance Commission on Rules

Procedures and Condition in receiving money, paying money, monitoring and internal control of Insurance

Company B.E.2557

With reference to the Board of Director Meeting No. 2/ 2021, dated 23 February, 2021, the Board of

Director of TIP has considered the current Internal Control Sufficiency Evaluation Form of TIP which is in

accordance with the Internal Control Sufficiency Evaluation Form required by the SEC based on the result of

the internal audit made by TIP’s audit department and the information received from the management or related

department. The key considerations comprise 5 areas as follows: 1) Control Environment

2) Risk Assessment

3) Control Activities

4) Information and Communication

5) Monitoring Activities

The Board of Director of TIP viewed that TIP has the internal control systems and internal audit

program which are sufficient as compared to the size of businesses, can protect the assets of the TIP from

fraud, lost, or exploit by the unauthorized persons, and can support the preparation of financial statements of

the Company and its subsidiary to be accurate and reliable.

Details of the internal control sufficiency evaluation are as presented in the Internal Control Sufficiency

Evaluation Form of TIP on the Enclosure no.11.



For risk management, TIP is aware of the importance of the management of the organization risk to

be at the acceptable level. The Board of Director has assigned the Risk Management Committee to conduct

meetings to consider the organization’s risk framework, risk management scheme, as well as to monitor overall

activities of TIP that associated with risk. The Risk Management Committee is also assigned to evaluate the

sufficiency, efficiency, effectiveness of risk management of TIP, and to prepare the emergency risk management

plan to mitigate risk in the emergency case. The objective of the aforementioned activities is to confirm that

TIP had policy plan and risk management system which are appropriated and be in accordance with corporate

governance policy, Notice of the OIC on Rules Procedures and Conditions in Governance of the Enterprise

Risk Management (ERM) and Risk Assessment, and Own Risk and Solvency Assessment (ORSA) of Non-Life

Insurance Company B.E. 2562. In addition, TIP has adopted the risk management policy which has been

approved by the Board of Director and has communicated the policy to employee in each department and

division through risk management department. The employee at each level can also access to the risk

management policy of TIP to ensure that TIP operates under appropriate risk management policy and the risk

level of TIP has been managed to be at acceptable level.



3.13.2 The opinion of the internal auditor regarding TIP’s internal control system

TIP’s audit department has audited and evaluated the sufficiency of the internal control system of TIP in accordance with the annual audit plan which has been approved

by the Audit Committee. In addition, the audit department also follow up with the pending issues from the past audit results to get updated information on the progress of actions

made by the department or by relevant parties in the procedures which has been audited. From the audit results in 2020, there are some issues in procedures of the Head Quarter

and branches that considered having low or medium risks level. The said issues have already been amended or improved to be at low risk level. Details can be summarized as

follows:

Issues Risk Level Recommendation

from the Internal Auditor Implementation/Progress of actions

1. Financial management procedures (Audit Period: 31 Aug – 9 Oct 2020) 1.1 Outstanding suspend account

From the audit by purposive sampling sets of

information of the adjustment on suspend account and

by review relevant operations in management of

suspend account, it is founded that the operations are

in compliance with related rules, regulations, and laws. As of 31 Aug 2020, 96% of the amount of outstanding

suspend account have the aging of no less than 365

days, the rest 4% have the aging of more than 365

days.

Low There should be communications

between relevant departments again to

reconfirm the understanding about the

defined process. The responsible staffs should urgently

follow up on relevant issues regarding

the outstanding balances in suspend

account to get evidences and to record

the transactions, which shall be

prioritized by the importance of the

transactions.

The relevant department has coordinate

with relevant persons and has received

evidence to record the transaction against

the outstanding balances. As of 31 Jan 2021, relevant departments

have urgently followed up for evidence

which could indicate the transactions. Consequently, the Company recorded the

transactions and have already cleared the

amount in the suspend account which

contributed 83% of the amount of the

outstanding balances in suspend account

as of 31 Aug 2020.





From the audit result, it is considered that

the risk level of this issue is at the

acceptable level. 1.2 Outstanding premium receivables of the Head Quarter

From the audit by purposive sampling sets of

information regarding premium payments, and reviewing the outstanding premium receivables of the

head quarter and relevant operations, it is founded that

the operations are in compliance with related rules,

regulations, and laws.

As of 31 Aug 2020, 31% of outstanding premium

receivables of the head quarter are undue, the rest

69% are overdue and required actions from

responsible staffs within 15-20 days from the billing

date. Main reasons of the overdue payment are from

the effects of COVID-19 pandemic during the first half

of 2020 and the increasing number of the insurance

policies which hinder the coordination with customers

or relevant persons for payment. The effects of COVID-19 pandemic that caused the delay are such as work

from home policy, temporary closures of some

buildings, additional conditions in entering into the

Low The responsible staffs should

coordinate with relevant department to

discuss on the solutions on the

amendment of premium receivables

information and ask for the cooperation

on the collection. The relevant department should find

tools to be used as guideline for the

collection process that the collection

team can apply, during the period when

the collection systems is under

development. The responsible staffs should follow up

with relevant departments frequently and should request that the updated

progress of the collection be sent to the

collection department.

The management has already set

procedures regarding the collection of

premium receivables, and has clearly

defined the period for the collection process. The mentioned approaches have been

communicated to all management from the

level Vice President up. The responsible staffs have coordinated

with relevant department to speed up the

collection process. As of 31 Jan, 2020, the relevant

departments have followed up the

collection process and founded that TIP

has received the payment of 91% of

premium receivables of the Head Quarter

as of 31 Aug 2020. From the audit result, it is considered that


acceptable level.





building that consequently made changes in telephone

numbers, contact channels, or date and time in

receiving the payment. 2. Reinsurance Procedures (Audit Period: 31 Aug - 9 Oct 2020) 2.1 Outstanding reinsurance premium due to the

Facultative Reinsurance

From the audit of outstanding balances on reinsurance

premium paid, it is founded that the relevant documents

are reviewed by relevant departments every times to

ensure the accuracy and completion before sending to

other department for further process.

However, as of 31 Jul 2020, there are some cases that

the insurance premiums from the insured were received

but have not sent to the reinsurers yet. Such cases are

30% of reinsurance premium paid. The main reason are

from the effect of COVID-19 pandemic during the first

half of 2020 which caused the delayed in coordination

with relevant parties to get documents, follow up the

transaction, or make transaction confirmation.

Low Staffs should urgently follow up with

relevant parties regarding the

reinsurance premium paid which are

still outstanding every month to reduce

the outstanding balances. Relevant parties should define the

collection policy for reinsurance

premium paid with the aging of over

120 days.

Responsible staffs have coordinated with

relevant parties to follow up and to inform

the due date of the insurance premium to

be received from the insured. Responsible staffs have monthly informed

the responsible departments regarding the outstanding balances of reinsurance

premium paid for the follow up purpose. Responsible staffs have monthly submit

the report on outstanding balances of

reinsurance premium due to all

reinsurance brokers and reinsurers to

follow up, to inform the status of the

outstanding balances, and to inform the

transaction that will be paid. For the transactions that cannot be paid

because the insureds have not make a

payment for insurance premium, the





responsible staffs have sent email to

relevant departments to inform the

collection period, especially for the

transactions with the aging of over 120

days and with the condition “ Premium

Payment Warranty” (PPW). As of 31 Jan 2021, TIP has paid the

reinsurance premium to the reinsurers at

the amount of 81% of the outstanding

balances of reinsurance premium as of 31

Jul 2020. From the audit result, it is considered that


acceptable level. 2.2 Accrued insurance claim due from the Facultative

Reinsurance

From the audit of outstanding balances of accrued

insurance claim due from the facultative reinsurance, it

is founded that the accrued insurance claim due from

the reinsurance has been followed up by monthly

sending statements to reinsurers and relevant parties,

setting up meetings with relevant parties to coordinate

Low Staffs should urgently follow up with

relevant parties on the outstanding

balances of accrued insurance claim

due from reinsurance every month to

be able to pay quickly, accurately, and

completely.

TIP has arrange meeting with

management from reinsurance broker which has high outstanding balances to

identify problems and propose the

solutions in order to have outstanding

balances of accrued insurance claim

received been paid sooner.





on the documents, and to promptly examine the status

of the documents.

From the audit of outstanding balances of accrued

insurance claim due from the facultative reinsurance

as of 31 Jul 2020, it is founded that 64% are the

outstanding balances of accrued insurance claim

received with the aging of not over 1 year, and the rest

36% are the outstanding balances of accrued

insurance claim received with the aging of over 1 year. The main reason is from the coordination on sending

the evidences and information of claims to reinsurance

brokers and reinsurers which shall be complete and

sufficient in order that the brokers and reinsurers can

proceed to consider if the characteristic of risks and

damages incurred are the types under the reinsurance

policy and be able to estimate the amount of risks and

damages. In addition, the complete and sufficient

information, as mentioned, can avoid the discontinuing

of process in case that reinsurance brokers/ reinsurers

change the responsible persons.

Staffs should confirm the outstanding

balances with the reinsurers to adjust

the recorded balances accurately. Staffs should urgently follow up on the

accrued insurance claim received from

reinsurance to reduce the outstanding

balances.

Responsible staffs have sent statements

reporting outstanding balances of accrued

insurance claim due from reinsurance

brokers and reinsurers via email every

month and have also followed up via

telephone when the payments were due. Responsible staffs were assigned to

prepare report on movement of

outstanding balances of accrued insurance

claim due from the facultative reinsurance and were required to report the status and

problems to the director of reinsurance

department every month. Relevant departments have jointly

discussed on further coordination in order

to confirm that all relevant documents

required for the consideration of claims

have been sent to the brokers or the

reinsurers. As of 31 Jan 2021, TIP has received

insurance claims paid from reinsurers at

the proportion of 48% outstanding





balances of accrued insurance claim due

from the reinsurance as of 31 Jul 2020. From the audit result, it is considered that


acceptable level. 2.3 Non-defined cash inflow

From the audit of outstanding balances on cash inflow

without specified objectives as of 31 Jul 2020, it is

founded that 18% of the outstanding balances on cash

inflow without specified objectives are outstanding

balances with the aging of more than 1 year.

Low Staffs should coordinate with relevant

departments to have banks provide

sufficient details of money transferred

to TIP so that TIP could record

transactions, follow up the transactions,

and clear the transaction quickly,

accurately, and completely. Staffs should coordinate with relevant

persons to verify and issue the relevant

evidence properly and completely.

Responsible staffs have already request

for information from the brokers or the

reinsurers to examine the money

transferred for premium payment and for

claims in order to identify the responsible

departments and to request for evidence

of payment. Responsible Staffs has arranged meeting

with relevant departments to identify the

practice guidelines for money transfer from

abroad. Responsible Staffs has circulated the proof

of payments so that relevant departments

can consider the transactions and conduct

further document processes completely. Responsible staffs have examined the

evidence and have sent email to relevant





departments to prepare the document for

clearing the transactions. As of 31 Jan 2020, 84% of outstanding

balances on cash inflow without specified

objectives as of 31 Jul 2020 were cleared. From the audit result, it is considered that


acceptable level. 3. Business Development and Marketing Procedures (Audit Period: 12 Oct-12 Nov 2020) 3.1 The submission of application for approval on the form,

messages, and premium rates of the products

(“Applications for Master Policy”) From the audit of the Applications for Master Policy, it

is founded that the relevant activities have been made

in compliance with the Internal Control Manual and the

Guidelines for Product Design and Development.

However, from the audit of the Applications for Master

Policy by sampling, with reference to the application

submission records as of 31 Aug 2020, it is founded

that the number of submitted Applications for Master

Policy which is still under the consideration process of

Low There should be a review on the

procedures and the schedules for

submission of Applications for Master

Policy to the OIC in order to make the

submission schedules be implemented

earlier in advance. The period, frequency, and process to

follow up the submission of

Applications for Master Policy to the

OIC should be set to be implemented

earlier.

The relevant department has adjusted the

documents to be in accordance with the

OIC considerations. The responsible staffs have contacted the

officers of the OIC to successively follow

up on the progress of the Applications for

Master Policy. The responsible staffs have informed the

management about the status and

progress of the relevant processes.





the OIC for 116- 585 days contributed 35% of the

samplings.

In addition, from reviewing the Applications for Master

Policy which has been submitted for the extension

during 1 September 2019- 31 August 2020, it is

founded that the Applications for Master Policy

extension which have been approved during 81- 90

days after the expiration date contributed 20% of the

samplings.

The records on the follow up with the

OIC should be kept for the follow up

purpose.

As of 31 Jan 2021, the progress of the

submission for Applications for Master

Policy is that 4 transactions have received

the approval, and 2 transactions are during

the review and follow up. The Applications

for Master Policy extension were closely

followed up. From the audit result, it is considered that


acceptable level.

4. The estimation on general claims (Audit Period: 23 Nov-18 Dec 2020) 4.1 The estimation and adjustment of insurance claims and

loss adjustment expense

From the audit of the estimation and the reservation on

claims occurred during the date started to apply the

newly adjusted guidelines, it founded that the

implementation is in accordance with the stated

guidelines but inconsistent. 5% of the samplings

defined the estimation at amount which lower than the

amount calculated in accordance with the guidelines. 2% of samplings have made adjustments to the

Low There should be instructions and

communications to responsible staffs to

follow the existing guidelines on estimation

and adjustment of insurance claims and

loss adjustment expense

Relevant department has instructed and

communicated to responsible staffs to follow

the existing guidelines on estimation and

adjustment of estimation on general claims,

since 15 Dec 2020.





estimation at the period later than the deadline stated

in guidelines. 5. Telephone System (Audit Period: 15 Oct-18 Nov 2020) 5.1 Information of the holders of the telephone number

From the review of the telephone number from TIP’ s intranet and compared with the database of TIP’ s

Interactive Voice Response ( “ IVR” ) , it is founded that

9% of the telephone number in the intranet and the

IVR have no specified holders’ information. The main

reason is that the telephone numbers lists have not

been updated to match with changes in staffs

positions.

Low Relevant department should review

and update the lists of holders and the

telephone numbers. If it is founded that

the telephone number is not on the list,

the telephone number on the list has

no identified holder, and the telephone

number on the list has been assigned

to many holders, the relevant

department should amend the list to

reflect the accurate information. In case that the staffs are newly

employed, transferred, resigned, or

change the telephone numbers, the

relevant department shall be informed

to update the telephone lists.

Relevant department has proposed to the

management to set the policy that required

each department to inform changes in

telephone numbers which related to the

IVR for customer contact, either when

hiring new staffs, transference,

resignation, or other changes. Responsible staffs have informed relevant

departments to update the telephone

number for customer contact. The list of the holders of the telephone

number have been reviewed and the name

of the holders were completely updated

since Feb 10, 2021.





6. Branch operation procedures (Audit Period: 14 Apr-10 July 2020) 6.1 Collection of evidence for the compensation for loss of

benefit from using vehicle

From the review of the compensation for loss of benefit

from using motor vehicle insured, it is founded that in

some branches the supporting documents of some

transactions are not complete. The main reason is the

coordination with the claimant’ s unregistered garages

for relevant documents.

Low Branches should follow up and completely

record the evidence of the compensation for

loss of benefit from using vehicle insured

into the system.

Branches that this issue was found shall

perform further actions to solve the issue

and to follow the recommendations

received. From sampling the evidence of the

compensation for loss of benefit from using

vehicle during September-October 2020, it

is founded that the branches have complete

supporting evidences.



3.13.3 The opinion of auditor regarding TIP’s internal control system

PricewaterhouseCoopers ABAS Ltd. which is TIP’ s auditors has audited the financial statements for

the year ended 31 December 2020 and has provided some observations on the internal control system on the

area of accounting through the Report on Concerns of the Auditors. Details can be summarized as follows:

No. Concerned Issues Details of Amendments Completion

Date

1 Information Technology Procedures

1.1 The authorization for SAP access

2 user accounts, “IT” and “IT CALL”, have

excessive SAP functions more than their

scope of works, including

1. Migrate change into production

system

2. Access to change system setting 3. Access to the table maintenance

function

Authorization for the SAP access

has been adjusted to be in

accordance with the scope of work.

3 March 2021

1.2 The right to access SAP

There are 1 user account (define as “0”) in SAP that can create and delete user

in the system with the default

password. However, after reviewed the

details of that user, it is founded that

there is no logon activity of the user

account in 2020.

The mentioned right to access has

been revoked and set the value to

(“1”)

24 February

2021

2 Claims management procedure 2.1 The approval of general claim management

There is 1 transaction that the approval

of general claim management is not in

accordance with TIP’ s delegations of

authorities.

The system has been developed to

be able to lock the approval process

of the general claim management so

that the process be in accordance

with TIP’s delegations of authorities.

19 March 2021

2.2. Loss adjustor for general claims

There are 9 loss adjustors for general

claims who did not have license. According to clause 35/ 2 of Non life

Insurance Act B.E. 2535 (As amended),

At present, the status of the loss

adjustor are as follows:

3 loss adjustors have already

received the licenses. 4 February

2021



No. Concerned Issues Details of Amendments Completion

Date

it is stated that any person who shall be

a loss adjustor must be granted a

license from the Registrar. In addition,

clause 90/ 1 of the stated act also

mentioned that any person who violates

clause 35/ 2 shall be liable to

imprisonment for a term not exceeding

3 years, or to a fine not exceeding

300,000 baht, or to both.

6 loss adjustors are during the

process of application for license

from the OIC. The staffs are

instructed that the services from

these loss adjustors are still

prohibited until they get approval

for the licenses.

9 March 2021

2.3 Review the status of the garages after recorded to counterparties database (“CIS”) When the approval for a garage to

become a new counterparty of TIP has

been made through the hard copy form,

responsible staffs will record the

information to the CIS without a

reviewer. However, no incorrect input

has been founded.

The system has been modified to

have the notification function which

will generate the messages to the

authorized persons for review prior

to the process in adding or adjusting

information in CIS.

19 March 2021

3 IBNR procedures

3.1 IBNR calculation

The Information used to calculate

Unallocated Loss Adjustment Expenses

(ULAE) for the 1st Quarter of 2020 are

not the updated information (using the

information on the 4th Quarter of 2019

instead of those of 1st Quarter of 2020) However, the effect in term of figures is

not substantial.

Form to recheck the summation of

important figures have been created

to be used prior to calculation of

such information.

5 February

2021

3.13.4 Future examination on TIP’s internal control

With reference to the adjustment in TIP’s procurement process during the 3rd quarter of 2020 and the

additional adjustment in the 1st quarter of 2021, TIP would like to ensure that relevant departments could

operate under the newly adjusted procurement process accurately and completely as well as to ensure that

the newly adjusted procurement process can be applied successively. In case that there are any necessities

to review or further adjust the newly adjusted procurement process to be appropriate with the business situation,

such adjustment shall not affect the check and balance mechanism or the internal control system of the procurement process. In this regards, TIP’s audit department has set up the internal audit plan to examine the



total procurement process, including the newly adjusted parts which have been approved by the Audit

Committee. In addition, the stated internal audit plan includes the examine of payment process for the insurance

supporting expenses which are paid to major agents and brokers. The audit plan on the mentioned issue

purposes to ensure that the payments for the insurance supporting services are matched with the scope of

services that TIP actually received. The internal audit plan for both mentioned processes shall be presented in

the internal audit plan of TIP started from year 2021 and the Company shall disclose the result of the audit on

such processes on the 56-1 Form of the Company, annually. Details of the newly adjusted procurement process, as mentioned above, can be summarized as

follows:

No. Process Area of the adjustment

1. Procurement process

for services for

underwriting support (including sales and

underwriting)

Type of services that shall be complied with this procurement process comprise

Risk survey services

Policies preparation and delivery services

Marketing intelligence services to reduce risk from underwriting

Promotional activities arrangement services

Publicity services

Sales promotion activities arrangement services

Lump sum contract (Call Center – Tele sale services) Other services for underwriting

Increase process in approving and reviewing the counterparties who qualified for

rendering services (“Approved Vender List”) in each type of services. The approval

shall be granted by considering the objectives of the service providers that shall

cover the proposed services, the operating office with verifiable location, the

sufficient, readiness, and appropriateness of personnel or equipment for rendering

the services, the proven experiences and track records on rendering the proposed

services. Adjust the procurement approaches to be more strict.

2. Procurement process

for all group of work Adjust the process and approach in acceptances of works as follows:

The acceptance of works shall be implemented by the delegates from at least

2 relevant departments, comprising the responsible department and the

administration department that works as a center of the process. In case that there are acceptances of works committee, the acceptances of

works committee for each work shall not be the same committee for the period

of more than 3 years. Increase the process in reviewing the contracts with counterparties in case that the

contracts are indefinite duration or automatic renewal.



In case that there is no proposal from any service providers in a certain bidding, or there is a necessity

that TIP required to use services from any specific service providers, the relevant departments shall conduct a

procurement in compliance with the special procurement process. Details of the special procurement process

can be summarized as follows:

Special procurement process Details of the approach

a) Services that requires an immediate procurement. The

delay, if occurred, may cause the damages to TIP. The special procurement committee shall be appointed to

select the service provider who proposed price or qualities

that will bring the highest benefits to the Company. Then, the

special procurement committee shall consequently submit

report to the authorized person for approval. b) Services with limitation on techniques that required to

define specific services provider. The service providers for the type of services that requires a

procurement in this case shall be invited to directly propose

the proposal. If the proposed price is higher than the market

rate, as can be investigated or estimated, the special

procurement committee shall try, as much as possible, to

negotiate for the lower price. c) Services with special agreements for commercial

exchanges. The service providers for the type of services that requires a

procurement in this case or the service provider who has

proposed the proposal but later cancelled ( if any) shall be

directly contacted by TIP to get the reference price. If it is considered that the services provider who qualified to be

selected proposed the price that higher than the market price,

as can be investigated, estimated, or expected, the special

procurement committee shall try, as much as possible, to

negotiate for the lower price. The additional adjustment of the procurement process according to the Order No. Khor 2/2021 re: The

implementation under the newly adjusted procurement process of TIP (Amendment No.1) dated 5 April 2021

can be summarized as follows:

(a) Increase additional process on the procurement announcement by indicating that the procurement

by bidding with the value of more than 10 million Baht shall be announced through TIP ’ s website, and shall

have the details regarding the qualifications of sellers or service providers, scope of work/ expected services,

selection criteria, proposal submission period, and consideration period. The increase of additional process on

the procurement announcement purposes to increase the channel to receive the proposal from qualified sellers

or service providers.

(b) Increase additional process on the selection of service providers by indicating that TIP’s relevant

department shall investigate the information of each service provider who shows their interest to participate the

selection process for each certain service of TIP. The said information includes lists of directors, shareholders,

and related persons of such persons in order to prove that the mentioned service provider is not in the same

group with other service provider and does not share any interest with other service provider. Samples of the



proving evidence are such as the lists of directors of service providers should not compose of the same directors

for more than half of the lists and the major shareholder should not be the same person. The Increase of

additional process on the selection of service provider purposes to ensure that the biddings are conducted

under the fair competition.

(c) Increase the guidance for further actions in case that the number of bidders is less than 3, by

indicating that the procurement committee shall perform in accordance with the Order Khor 2/2021 as follows: (1) Post the announcement regarding the procurement again on TIP’ s website for 5 working

days. (2) After the actions in (1), in case that the number of bidders is still less than 3, TIP shall review

the conditions indicating on the Term of Reference (“TOR”) and shall post the announcement

regarding the procurement again on TIP’s website for at least 5 working days. (3) After the actions in (1) and (2) , in case that the number of bidders is still less than 3, the

procurement committee shall consider the proposal proposed by the existing bidders and

shall propose to the Managing Director for approval.

(d) Indicating that the general administration department shall review and adjust the procurement

process as appropriate annually, and shall adjust the process in response to comments from the audit

department which have been presented on the audit report on procurement process that approved by the Audit

Committee (if any).

Result of the internal audit on the implementations under the newly adjusted procurement process

The audit department has reviewed the implementations under the newly adjusted procurement

process during 1 Dec 2020 – 31 Jan 2021 to examine if the newly adjusted procurement process has been

implemented properly and completely. The internal audit result presented that the newly adjusted procurement

process has been implemented properly and completely. Details can be summarized as follows: The approval and review of the Approved Vendor Lists

The Approved Vendor Lists have been reviewed and approved by the authorized persons. The

Approved Vendor Lists are classified by types of goods and services that the counterparties provided, and the

status of the counterparties are in accordance with types of goods and services provided, the operating office

with verifiable location, the sufficient, readiness, and appropriateness of personnel or equipment for rendering

the services, the proven experiences and track records on rendering the proposed services.

Review of the counterparties who entered into a contract which are indefinite duration or

automatic renewal.

All contracts have been reviewed through the counterparties reviewing process by the

procurement committee to consider the conditions of goods and services, price, qualities, and other relevant

factors. The acceptance committee have been appointed in accordance with the newly adjusted procurement

process.



Approval for the procurement and entering into the service agreement of underwriting

works

All the procurements have been made in accordance with the newly adjusted procurement

process. The requests for procurements have been made by the responsible departments. The procurement

committee and the acceptance committee were appointed. The selection and the approval for the service

providers has been made, and the contracts were prepared in accordance with the newly adjusted procurement

process. Acceptance of services provided for the underwriting works.

All transactions have been accepted and evaluated in accordance with the newly adjusted

procurement process.

Result of the internal audit on the underwriting support expenses

In 2020, TIP’ s audit department has audited by sampling the transactions with major agents and

brokers during 1 Jan – 31 Aug 2020. The audit includes the reviewing of vouchers for all types of expenses in

4 areas, comprising

1) Contract or agreement were made in accordance with TIP’s procurement process

2) The comparisons of price and qualification have been implemented

3) The complete evidence in providing goods and services have been received

4) The reason to make a procurement is sensible

The results of the internal audit can be summarized that most transactions are the transactions that

related to the underwriting works. The selections of service providers are based on the quality of services that

TIP received in the past. The contracts, agreements, or orders have been prepared, and the deliveries of

services has been made completely in accordance with TIP’s process.

3.13.5 Head of Internal Audit and Compliance

3.13.5.1 Head of Internal Audit

The meeting of the Audit Committee No. 1/ 2020 dated 9 November 2020 has approved the

appointment of Miss Paichit Wongchitpaitoon, to act as the director of the audit department and the Head of

the Internal Audit of the Company with direct reporting to the Audit Committee. Miss Paichit Wongchitpaitoon

is also the director of the audit department of TIP, which is a company’s subsidiary, and has been working for

the audit department of TIP for 9 years. The Audit Committee viewed that Miss Paichit Wongchitpaitoon is

qualified to work as the director of the audit department, because Miss Paichit Wongchitpaitoon has qualified

education background and extensive experience in the relevant fields. She also has a thorough understanding

of the Company’ s business and has attended training courses for the operation of internal control affairs on a

regular basis.



The appointment, replacement, and removal of a person who holds the position of Head of Internal

Audit requires an approval from the Audit Committee. The qualifications of the Company’ s Head of Internal

Audit are as presented in Enclosure no. 3.

3.13.5.2 Head of Compliance

The Company has appointed Mrs. Nonglux Iamchote, the company secretary, to act as the Head of

Compliance in order to supervise that all operations be in compliance with laws and regulations prescribed by

the regulators who regulated the business operation of the Company and subsidiary. The qualifications of the

Company’s Head of Compliance are as presented in Enclosure no. 3.



3.14 Related Party Transactions

TIPH or the Company

The Company was recently incorporated on 31 July 2020. Therefore, it has not engaged in any

business and does not have significant related party transactions during the period from its incorporation to

31 March 2021.

TIP

Persons who may have conflict of interests and their relationship

Persons who may have conflict of interests of the Company or TIP and entered into transactions

with TIP for the year ended on 31 December 2020 and for the three-month period ended on 31 March 2021

are as follows:

Persons who

may have conflict of interests Relationship with TIPH and/or TIP

As at 31 March 2021

1. Mr. Somchainuk Engtrakul and individual or

juristic persons related to Mr. Somchainuk

Engtrakul (“Mr. Somchainuk and his related

parties”)

Mr. Somchainuk Engtrakul is a director the Company and TIP. Related parties or close relatives of Mr. Somchainuk Engtrakul (1),

namely:

- Mrs. Nuchanart Engtrakul

- Miss Sineenart Engtrakul

- Mr. Sanchai Engtrakul

- Mrs. Thanyares Engtrakul

Juristic persons with Mr. Somchainuk Engtrakul as a major

shareholder(1), such as

- Engtrakul Studio Co., Ltd.

- CoffeeWorks Ltd.

Juristic persons with related parties or close relatives of Mr.

Somchainuk Engtrakul as a major shareholder(1), such as

- SCN Capital Co., Ltd.

- Friendly Groups Logistics Co., Ltd.

- SE Food and Beverage Co., Ltd.

- Rai Sanya (Bangkok) Co., Ltd.

- Rai Sanya (Phu Rua) Limited Partnership

- Miss Thin Thai Ngarm 2559 Co., Ltd.

- BB You Co., Ltd.

- PPP Hotel & Resort Co., Ltd.

- Start Co., Ltd.

- RPM Car Rental Co., Ltd.

- ESC Water Sport Park Co., Ltd.

- Tanyachita Co., Ltd. Remark: (1) Disclosed only the name list of persons who may have conflict of interests

and entered into transactions with TIP for the year 2020 and for the three-



Persons who


As at 31 March 2021

month period ended on 31 March 2021 which was only a part of the name

list of all persons who may have conflict from the group of Mr. Somchainuk

and related parties. The name list of persons who may have conflict of

interests will be reviewed annually and the disclosure will be changed in

line with actual transactions with persons who may have conflict of

interests in each year.

2. Mr. Somporn Suebthawilkul and individual or

juristic persons related to Mr. Somporn

Suebthawilkul

(“Mr. Somporn and his related parties”)

Mr. Somporn Suebthawilkul is a director and executive of the

Company and TIP.

Related parties or close relatives of Mr. Somporn Suebthawilkul(1) ,

namely:

- Miss Thanapsorn Suebthawilkul - Mr. Pramote Suebthawilkul

- Mrs. Montha Rodklai

- Mr. Somsak Suebthawilkul

- Mr. Somkiat Suebthawilkul

- Miss Paveenat Suebthawilkul

- Mr. Suraprach Suebthawilkul

Juristic persons with Mr. Somporn Suebthawikul as a major

shareholder, namely, Superb Properties Co., Ltd.

Juristic persons with related parties or close relatives of Mr.

Somporn Suebthawikul as a major shareholder, namely, Expert

Insurance Consultants Co., Ltd. Remark: (1) Disclosed only the name list of persons who may have conflict of interests

and entered into transactions with TIP for the year 2020 and for the three-

month period ended on 31 March 2021 which was only a part of the

name list of all persons who may have conflicts from the group of Mr.

Somporn and his related parties. The name list of persons who may have

conflict of interests will be reviewed annually and the disclosure will be

changed in line with actual transactions with persons who may have

conflict of interests in each year.

3. Directors and/or executives of the Company

and/or TIP Directors and/or executives of the Company and/or TIP

Excluding Mr. Somchainuk Engtrakul and Mr. Somporn

Suebthawikul

4. PTT Public Company Limited (“PTT”) Major shareholder of TIP with 13.3 percent of TIP’s shares held

5. Government Savings Bank (“GSB”) and

companies in GSB group Major shareholder of TIP with 11.2 percent of TIP’s shares

Juristic persons with GSB as a controlling person or major

shareholder including Dhipaya Life Assurance Public Company

Limited (“TIP Life”) 6. Krungthai Bank Public Company Limited

(“KTB”) Major shareholder of TIP with 10.0 percent of TIP’s shares held

If combined with the shares held by Krungthai Panich Insurance

Public Company Limited (“KPI”), a related party to KTB, KTB and

KPI will collectively hold 20.0 percent of the TIP’s shares.



Persons who


As at 31 March 2021

7. Companies under PTT Group

Juristic persons with PTT as a controlling person or major

shareholder including:

- PTT Global Chemical Public Company Limited (“PTTGC”) - PTT Exploration and Production Public Company Limited

(“PTTEP”) - Thai Oil Public Company Limited (“TOP”) - IRPC Public Company Limited (“IRPC”) - Global Power Synergy Public Company Limited (“GPSC”) and

- PTT Oil and Retail Business Public Company Limited (“OR”) 8. Krungthai Panich Insurance Public Company

Limited (“KPI”) Related party to KTB and major shareholder of TIP

9. Companies under KTB Group Juristic persons with KTB as a controlling person or major

shareholder including:

- Krungthai Card Public Company Limited (“KTC”) - KTB General Services and Security Company Limited (“KTBGS”) - Krung Thai Asset Management Public Company Limited

(“KTAM”) - KTB Leasing Co., Ltd. (“KTBL”) and

- KTB Computer Services Company Limited (“KTBCS”) Excluding persons who may have conflict of interests as per item 8

10. Related parties or close relatives of directors

and/or executives of the Company and/or TIP Related parties or close relatives of directors and/or executives of

the Company and/or TIP

Excluding persons who may have conflict of interests as per item 1 and item 2

TIP discloses the information on related party transactions in the Annual Report and Form 56-1 on

a yearly basis. TIP’s guidelines for disclosing the name list of persons who may have conflict of interests and

related party transactions shall be in accordance with the Notification of the Federation of Accounting

Professions No. 54/2562 Re: Thai Accounting Standards No. 24 Re: Related Party Disclosures (“Accounting

Standard No. 24”), and TIP has completely disclosed transactions in accordance with Accounting Standard No.

24. However, TIP has revised its guidelines for disclosing related party transactions by applying the guidelines

for disclosing related party transactions as specified in the relevant notifications of the SEC and the SET in

relation to related party transactions to the disclosure of information on related party transactions in the Annual

Report and Form 56-1 for the year 2020 onwards. The Company also uses these guidelines for the disclosure

of information in Section 1 Part 3.14: Related Party Transactions of this Form 69/247-1.



3.14.1 Details of Related Party Transactions including the necessity and reasonableness of the transaction

The details of related party transactions between TIP and persons who may have conflict of interests of the Company or TIP for the year ended on 31 December

2020 and for the three-month period ended on 31 March 2021 are summarized as follows:

3.14.1.1 Mr. Somchainuk and his related parties

Mr. Somchainuk Engtrakul (“Mr. Somchainuk”) is a person who may have conflict of interests as he is a director of the Company and TIP, resulting in the related

parties and close relatives of Mr. Somchainuk and juristic persons with a major shareholder being Mr. Somchainuk, his related parties and close relatives become persons

who may have conflict of interests.

Transactions

Transaction Value (THB million)

Necessity and reasonableness of the transaction Opinion of Audit Committee For the year

ended on

31 Dec. 2020

For the three-month

period ended on

31 Mar. 2021 Insurance TIP provided insurance for Mr. Somchainuk and his related

parties, with a majority of written premiums being from

Miscellaneous Insurance and Motor Insurance.

The transaction has pricing rates in accordance with the

criteria for calculation of insurance premiums as specified

by the OIC and based on the general conditions of the

business.

The transaction is an ordinary business

transaction of TIP at the rates specified by the

OIC and the conditions in accordance with the

ordinary course of business.

Therefore, the transaction is in the ordinary

course of business and is reasonable.

- Written premiums 2.01 0.43

- Premium receivable, net 1.24 1.36

- Other liabilities 0.12 0.12 The item incurs from the endorsement of the above

insurance policies.

- Claims and loss

adjustment expenses 1.44 0.12 TIP paid claims and claim adjustment expenses to Mr.

Somchainuk and his related parties as per the coverage



Transactions



ended on

31 Dec. 2020

For the three-month

period ended on

31 Mar. 2021 stated in the insurance policies based on actual damage

value.


transaction of TIP and is based on actual

damage value.


course of business and is reasonable. - Insurance contract

liabilities 0.12 - This was calculated from the insurance policies between

TIP and Mr. Somchainuk and his related parties.

- Operating expenses 10.21 0.05 TIP paid operating expenses to Mr. Somchainuk and his

related parties, consisting of

(1) Computer rental expense paid to SCN Capital Co., Ltd.,

which TIP entered into an agreement for hire-purchase of

computer equipment from this company with a term of

three years. The procurement process was by means of

bidding with interest rates comparable to those proposed

by other service providers, at the value of THB 0.04 million

for the year 2020.

(2) Television advertising expense paid to Starting Co., Ltd.

for advertising and public relations purpose for TIP’s

products, with advertising rates comparable to those

proposed by other service providers, at the value of THB

5.52 million for the year 2020.

(3) Accommodation expense for seminars at Le Monte

Hotel Khao Yai paid to PPP Hotel & Resort Co., Ltd., with

the room rates comparable to those proposed by this hotel

to other persons, at the value of THB 0.53 million for the

year 2020.

The transaction is a transaction in support of the

ordinary business of TIP and is based on rates

or prices comparable to those proposed by

other service providers or paid by other persons

for similar services.

Therefore, the transaction is appropriate and

reasonable.



Transactions



ended on

31 Dec. 2020

For the three-month

period ended on

31 Mar. 2021 (4) Accommodation and food expense for meetings at

Phudara Resort paid to Rai Sanya (Phu Rua) Limited

Partnership, with room rates comparable to those

proposed by this hotel to other persons, at the value of

THB 0.56 million for the year 2020.

(5) Meeting and/or entertainment and/or souvenir delivery

expense for TIP and/or its customers paid to Friendly

Groups Logistics Co., Ltd., with prices comparable to those

proposed by other service providers, at the value of THB

1.87 million and THB 0.05 million for the year 2020 and for

the three-month period ended on 31 March 2021,

respectively.

(6) Advertising and public relations expense paid to Miss

Thin Thai Ngarm 2559 Co., Ltd. for advertising and public

relations purpose for TIP’s products, with advertising rates

comparable to those proposed by this company to other

persons, at the value of THB 1.67 million for the year 2020.

(7) Accommodation expense for seminars paid to ESC

Water Sport Park Co., Ltd., with room rates comparable to

those proposed by this hotel to other persons, at the value

of THB 0.004 million for the year 2020.

- Other liabilities 0.25

0.02 This was transaction related to accrued operating

expenses.



3.14.1.2 Mr. Somporn and his related parties

Mr. Somporn Suebthawilkul (“Mr. Somporn”) is a person who may have conflict of interests as he is a director of the Company and TIP, resulting in the related

parties and close relatives of Mr. Somporn and juristic persons with a major shareholder being Mr. Somporn, his related parties and close relatives become persons who

may have conflict of interests.

Transactions



ended on

31 Dec. 2020

For the three-month

period ended on

31 Mar. 2021 Insurance TIP provided insurance for Mr. Somporn and his related

parties, with a majority of written premiums being from

Motor Insurance and Miscellaneous Insurance.




business.




ordinary course of business. Therefore, the

transaction is in the ordinary course of business

and is reasonable.



- Claims and loss

adjustment expenses 0.99 - TIP paid claims and claim adjustment expenses to Mr.

Somporn and his related parties as per the coverage

stated in the insurance policies based on actual damage

value.



damage value.





Transactions



ended on

31 Dec. 2020

For the three-month

period ended on

31 Mar. 2021 Payment of compensation expenses TIP paid compensation expenses, consisting of

commission and brokerage expenses and other

underwriting expenses to Expert Insurance Consultants

Co., Ltd. and other persons who are close relatives of Mr.

Somporn and are insurance brokers and agents who

deliver premiums and/or provide insurance services to

TIP, respectively.

The payment of commission and brokerage expenses is

based on the commission and brokerage rates as

specified by the OIC and other underwriting expenses are

as per agreed rates subject to the same principles applied

by TIP to other service providers.

The transaction is a transaction in the ordinary

business transaction of TIP at the commission

and brokerage rates as specified by the OIC.

The payment of other underwriting expenses is

as per the agreed rates subject to the same

principles applied by TIP to other service

providers in accordance with the ordinary

course of business.



- Compensation expenses

1.72 0.28

- Accrued compensation

expenses

0.27

0.22



3.14.1.3 Directors and/or executives of the Company and/or TIP

Directors and/or executives of the Company and/or TIP (excluding the groups of Mr. Somchainuk and his related parties, and Mr. Somporn and his related

parties)

Transactions



ended on

31 Dec. 2020

For the three-month

period ended on

31 Mar. 2021 Insurance TIP provided insurance for directors and/or executives of

the Company and/or TIP, with a majority of written

premiums being from Motor Insurance and Miscellaneous

Insurance.




business.









- Claims and loss

adjustment expenses 0.005 - TIP paid claims and claim adjustment expenses to

directors and/or executives of the Company and/or TIP as

per the coverage stated in the insurance policies based

on actual damage value.



damage value.





3.14.1.4 PTT Public Company Limited (“PTT”)

PTT is a juristic person who may have conflict of interests as a major shareholder of TIP with 13.3 percent of TIP’s shares held.

Transactions



ended on

31 Dec. 2020

For the three-month period ended on

31 Mar. 2021 Insurance TIP provided insurance for PTT, with a majority of written

premiums being from Miscellaneous Insurance and Motor

Insurance.



by the OIC, as well as underlying premiums rates from

foreign reinsurance companies by taking into account TIP’s

returns and risks, and based on the general conditions of

the business.



OIC as well as underlying premiums rates from

foreign reinsurance companies by taking into

account TIP’s returns and risks, and the

conditions in accordance with the ordinary

course of business.






insurance policies.

- Claims and loss

adjustment expenses 18.97 1.05 TIP paid claims and claim adjustment expenses to PTT as

per the coverage stated in the insurance policies based on

actual damage value.



damage value.





Transactions



ended on

31 Dec. 2020


31 Mar. 2021 Investment TIP invested in debt and equity instruments of PTT and

recognized interest income from investment in debt

instruments and dividend income from investment in equity

instruments according to the interest rates and dividend

rates announced and paid by PTT, which were the same

rates as those received by other holders of debt and equity

instruments.


transaction of TIP and is based on the interest

rates, dividend rates, and conditions in

accordance with the ordinary course of

business.



- Income on investments,

net 1.31 0.56

- Accrued investment

income 0.68 0.72

- Investments in debt

instruments 86.72 118.16

- Operating expenses 0.02 0.01 TIP used NGV service for the cars which are TIP’s asset

from the gas service stations of PTT, with the same gas

price as that charged by PTT from other service users.

The transaction is an expense with the same

price as that charged by PTT from other service

users.





3.14.1.5 Government Savings Bank (“GSB”) and companies under GSB group

GSB is a juristic person who may have conflict of interests as a major shareholder of TIP with 11.2 percent of TIP’s shares held, including juristic persons with

GSB as a controlling person or major shareholder including Dhipaya Life Assurance Public Company Limited (“TIP Life”).

Transactions



ended on

31 Dec. 2020


31 Mar. 2021 Insurance TIP provided insurance for GSB, with a majority of written

premiums being from Miscellaneous Insurance and Motor

Insurance.




business.









- Premium received in

advance 3,484.70(1) 3,366.67(1)


insurance policies and deposits received from lease of

Rama 9 Building granted to TIP Life.

- Claims and loss

adjustment expenses 25.68 2.96 TIP paid claims and claim adjustment expenses to GSB

and companies under GSB group as per the coverage

stated in the insurance policies based on actual damage

value.



damage value.



- Insurance contract

liabilities 0.04 0.14 This was calculated from the insurance policies between

TIP and GSB and companies under GSB group.



Transactions



ended on

31 Dec. 2020


31 Mar. 2021 Investment TIP deposited funds with GSB , invested in GSB’s debt

instruments and in TIP Life, a company under GSB group,

and recognized the interest income as per the interest

rates and the dividend income from investment in TIP Life

as per the dividend payment rates announced and paid

by TIP Life, which were the same rates received by other

holders of debt and equity instruments.



rates, dividend rates, and conditions in


business.




net

14.86 3.00


income 4.87 7.92

- Deposits and investments

in debt instruments 1,060.31 1,060.25

Payment of compensation expenses TIP paid compensation expenses, consisting of


underwriting expenses to GSB as the insurance broker

and agent who delivers premiums and/or provides

insurance services to TIP, which represented 13 percent

and 10 percent of its total compensation expenses for the

year 2020 and for the three-month period ended on 31

March 2021, respectively.







transaction of TIP, with the commission and

brokerage rates as specified by the OIC. The

payment of other underwriting expenses is as

per agreed rates subject to the same principles

applied by TIP to other service providers in


business.



- Compensation expenses 486.84 89.56

- Prepaid compensation

expenses 572.46 548.56


expenses 96.20 112.93

- Other income 14.78 3.70 TIP leases out space in its office building to TIP Life to be

used as the office building and entered into the building

These rental and service fees are appropriate

and comparable to those of other office



Transactions



ended on

31 Dec. 2020


31 Mar. 2021 space lease agreement and common service agreement

with a term of three years.

The rental and service fees are comparable to those of

other office buildings in neighboring areas.

buildings in neighboring areas, in accordance

with the general trading conditions.

Therefore, the transaction is an asset lease in

the ordinary course of business and is

reasonable.

- Operating expenses 1.95 0.08 TIP paid operating expenses to GSB and companies

under GSB group, consisting of marketing expenses and

bank charges of GSB, which were actually incurred or at

the same rates as those charged by GSB from other

service users or as per agreed rates subject to the same

principles applied by TIP to other service providers.

The transaction is a transaction in support of

the ordinary business of TIP because the

payment was made to the expenses were

actually incurred or the same rates as those

charged by GSB from other service users or

as per agreed rates subject to the same

principles applied by TIP to other service

providers.


reasonable.

- Other liabilities 1.60 0.01 This was transaction related to accrued operating

expenses.

Remark: (1) GSB’s premium received in advance was derived from the underwriting for its customers, with a majority being Fire Insurance, Miscellaneous Insurance (including safe credit insurance

policy which is a type of insurance policy in Miscellaneous Insurance), with long-term coverage of 1-30 years and 1-9 years depending on each type of insurance policy.



3.14.1.6 Krungthai Bank Public Company Limited (“KTB”)

KTB is a juristic person who may have conflict of interests as a major shareholder of TIP with 10.0 percent of TIP’s shares held. If combined with the shares

held by KPI, a related party to KTB, KTB and KPI will collectively hold 20.0 percent of TIP’s shares.

Transactions



ended on

31 Dec. 2020


31 Mar. 2021 Insurance TIP provided insurance for KTB, with a majority of written

premiums being from Miscellaneous Insurance and Fire

Insurance.




business.









- Premium received in

advance 543.75 568.49


insurance policies.

- Claims and loss

adjustment expenses 93.79 34.76 TIP paid claims and claim adjustment expenses to KTB as

per the coverage stated in the insurance policies based on

actual damage value.



damage value.





TIP and KTB.



Transactions



ended on

31 Dec. 2020


31 Mar. 2021 Investment TIP deposited funds with KTB and recognized the interest

income as per the interest rates announced and paid by

KTB, which were at the same rates received by other

depositors.



rates and conditions in accordance with the

ordinary course of business. Therefore, the

transaction is in the ordinary course of

business and is reasonable.


net 1.91 0.07


income 0.18 0.18

- Deposits 8.95 8.85

Payment of compensation expenses TIP paid compensation expenses, consisting of


underwriting expenses to KTB as the insurance broker

and agent who delivers premiums and/or provides

insurance services to TIP, which represented 10 percent

and 21 percent of its total compensation expenses for the

year 2020 and for the three-month period end on 31

March 2021, respectively.







transaction of TIP, with the commission and

brokerage rates as specified by the OIC. The

payment of other underwriting expenses is as

per agreed rates subject to the same principles

applied by TIP to other service providers in


business. Therefore, the transaction is in the

ordinary course of business and is reasonable.


- Prepaid compensation

expenses 102.35 104.92


expenses 145.06 182.62

- Operating expenses 38.39 10.04 TIP paid operating expenses to KTB, consisting of (1)

marketing expenses of THB 26.10 million and THB 7.68

million for the year 2020 and for the three-month period

ended on 31 March 2021, respectively; (2) monthly fuel

The transaction is a transaction in support of the

ordinary business of TIP because the payment

was made to the actual expenses incurred or at

the same rates as those charged by KTB from



Transactions



ended on

31 Dec. 2020


31 Mar. 2021 cost from fuel cards paid via Fleet Card of KTB; and (3)

bank charges, which were actually incurred or the same

rates as those charged by KTB to other service users or



other service users or as per agreed rates

subject to the same principles applied by TIP to

other service providers.




expenses.



3.14.1.7 Companies under PTT Group

Juristic persons with PTT as a controlling person or major shareholder, including PTTGC, PTTEP, TOP, IRPC, GPSC, and OR.

Transactions



ended on

31 Dec. 2020


31 Mar. 2021 Insurance TIP provided insurance for companies under PTT Group,

the top five of which had the highest written premiums with

TIP for the year 2020, namely, (1) PTTGC; (2) IRPC; (3)

PTTEP; (4) PTT LNG Co., Ltd.; and (5) PTTEP Energy

Development Co., Ltd., with a majority of written premiums

being from Miscellaneous Insurance and Marine

Insurance. The transaction has pricing rates in accordance with the


by the OIC, as well as underlying premiums rates from

foreign reinsurance companies by taking into account TIP’s

returns and risks, and based on the general conditions of

the business.



OIC as well as underlying premiums rates from

foreign reinsurance companies by taking into

account TIP’s returns and risks, and the


course of business.



- Written premiums

PTTGC

IRPC

PTTEP

PTT LNG Co., Ltd.

PTTEP Energy

Development Co., Ltd.

Other companies

3,057.13

802.66

555.72

289.83

158.12 145.56

1,105.24

296.37

30.69

12.69

11.47

0.03

2.55

238.94



insurance policies.



Transactions



ended on

31 Dec. 2020


31 Mar. 2021

- Claims and loss

adjustment expenses 543.00 305.35 TIP paid claims and claim adjustment expenses to

companies under PTT Group as per the coverage stated

in the insurance policies based on actual damage value.



damage value.





TIP and the companies under PTT Group.

Investment TIP invested in debt and equity instruments of (1) PTTGC;

(2) PTTEP; and (3) GPSC, and recognized the interest

and/or dividend income as per the interest and/or dividend

payment rates announced and paid by these companies,

which were same as those for other holders of debt and

equity instruments.



rates and conditions in accordance with the





net 5.54 2.23


income 1.05 1.82

- Investments in debt

instruments 101.68 100.89

- Other income 0.19 0.05 OR, a company under PTT Group, leased retail space with

a usable area of 36 square meters in TIP’s head office

building to operate a coffee shop named “Café Amazon” and entered into the lease agreement with a term of three

years. The current lease agreement is effective from 2

March 2021 to 1 March 2024, with the rental fee of THB

200 per square meter per month, totaling THB 7,200 per

month. In addition to the building space lease, TIP

These rental fees are appropriate and

comparable to the market price, and are same

as those fees charged by TIP from other

lessees who leased retail space within TIP’s

head office building, in accordance with the

general trading conditions.



Transactions



ended on

31 Dec. 2020


31 Mar. 2021 provided common services to OR, such as air-conditioning

system, telephone system, electrical system, waterworks

system, and/or other equipment or facilities with a service

agreement with a term corresponding to the rental period

specified in the lease agreement, with the service fee of

THB 250 per square meter per month, totaling THB 9,000

per month.

These rental and service fees are same as those charged

by TIP from other lessees who leased retail space within

TIP’s head office building.

Therefore, the transaction is an asset lease in

the ordinary course of business and is

reasonable.

- Operating expenses 0.26 0.05 TIP paid operating expenses to Energy Complex Co., Ltd.

(“Enco”), consisting of (1) counter location rental fee and

service fee at Energy Complex Building, with the rental fee

being same as that of other lessees and comparable to the

rental fee for similar assets in neighboring areas; (2) booth

rental fee for public relations at Energy Complex Building,

with the rental fee being same as that charged by Enco

from other lessees; (3) fuel cost paid to service stations of

OR ; and (4) beverages for conferences and entertainment

expenses paid by TIP to buy beverages from OR’s Café

Amazon outlet, which were at the same price as charged

from other consumers.

The rental fee, fuel cost, and beverage

expenses are comparable to the expenses

charged by the lessor or service provider from

other lessees or service users.

Therefore, the transaction is necessary for the

ordinary course of business and is reasonable. - Compensation expenses 0.04 0.01


expenses.



3.14.1.8 Krungthai Panich Insurance Public Company Limited (“KPI”)

KPI is a juristic person who may have conflict of interests as a related party of KTB, a major shareholder of TIP with 9.9 percent of TIP’s shares held (considering

together with the persons who may have conflict of interests in item 3.14.2.6).

Transactions



ended on

31 Dec. 2020


31 Mar. 2021 Reinsurance TIP took reinsurance from KPI which submitted

reinsurance premium to TIP. The reinsurance premium is

in line with the rates which were specified by the insurance

policies taken out by KPI from the insured person directly

and are same as the reinsurance premium proposed by

KPI to all reinsurers (subject to common risks and

conditions).


transaction of TIP and is based on the


course of business. The reinsurance premium

is in line with the rates which are specified by

the insurance policies taken out by KPI from

the insured person directly and are same as

the reinsurance premium proposed by KPI to

other reinsurers. The commission and

brokerage expenses are considered based on

the rates of commission and brokerage

expenses from direct insurance by taking into

account additional expenses and risks.




- Commission and

brokerage expenses 1.60 0.35 TIP took reinsurance from KPI and was required to pay

commission and brokerage expenses to KPI. The

commission and brokerage expenses are based on the

rates of commission and brokerage expenses paid by TIP

to insurance brokers for the direct insurance with similar

type of risks by taking into account operating expenses,

returns, and risks.



Transactions



ended on

31 Dec. 2020


31 Mar. 2021

- Claims and loss

adjustment expenses 2.50 0.002 TIP took reinsurance from KPI and was required to pay

claims and loss adjustment expense to KPI. The claims

and loss adjustment expenses are based on the coverage

stated in the insurance policies and actual damage value

in accordance with the ordinary course of business.




course of business. The claims and loss

adjustment expenses are based on actual

damage value.



Reinsure KPI took reinsurance from TIP which submitted

reinsurance premium to KPI. The reinsurance premium is

in line with the rates which were specified by the insurance

policies taken out by TIP from the insured person directly

and are same as the reinsurance premium proposed by

TIP to all reinsurers (subject to common risks and

conditions).




course of business. The reinsurance premium

is in line with the rates which are specified by

the insurance policies taken out by TIP from

the insured person directly and are same as

the reinsurance premium proposed by TIP to

other reinsurers. The commission and

brokerage expenses are considered based on

the rates of commission and brokerage

expenses from direct insurance by taking into

account additional expenses and risks.



- Ceded premium 8.19 2.31

- Commission and

brokerage expenses

income

2.13

0.51 TIP received commission and brokerage expenses

income as a result of KPI’s taking reinsurance from TIP.

The commission and brokerage expenses received by TIP

will be compared to the rates of commission and

brokerage expenses paid by TIP to insurance brokers for

the insurance policies with similar type of risks by taking

into account operating expenses, returns, and risks.



Transactions



ended on

31 Dec. 2020


31 Mar. 2021

- Insurance claims and loss

adjustment expenses

recovered from

reinsurance

1.98 0.45 KPI took reinsurance from TIP and was required to pay

claims and loss adjustment expenses to TIP. The claims

and loss adjustment expenses are based on the coverage

stated in the insurance policies and actual damage value

in accordance with the ordinary course of business.




course of business. The insurance claims and

loss adjustment expenses recovered from

reinsurance are based on actual damage value.



- Reinsurance assets, net 1.94

1.81 This was calculated from the reinsurance policies between

TIP and KPI.

- Amount due from

reinsurance, net 5.12 6.63


liabilities 4.80 4.53

- Due to reinsurers 7.33 5.84



3.14.1.9 Companies under KTB Group

Juristic persons with KTB as a controlling person or major shareholder including KTC, KTBGS, KTAM, KTBL, and KTBCS (excluding the persons who may have

conflict of interests in item 3.14.1.8).

Transactions



ended on

31 Dec. 2020


31 Mar. 2021 Insurance TIP provided insurance for companies under KTB Group,

the top five of which had the highest written premiums with

TIP for the year 2020, namely, (1) KTC; (2) KTBGS; (3)

KTAM; (4) KTBL; and (5) KTBCS, respectively, with a

majority of written premiums being from Miscellaneous

Insurance and Motor Insurance.




business.










insurance policies.

- Claims and loss

adjustment expenses 2.06 0.71 TIP paid claims and claim adjustment expenses to

companies under KTB Group as per the coverage stated

in the insurance policies based on actual damage value.



damage value.





Transactions



ended on

31 Dec. 2020


31 Mar. 2021

- Operating expenses 61.55 17.58 TIP paid operating expenses to KTC and Krung Thai IBJ

Leasing Co., Ltd., consisting of (1) advertising expense on

Facebook and Google websites via KTC credit card, which

were actually incurred from the purchase of advertisement

at the same rates as those charged from other service

users; and (2) hire-purchase expense for computer

equipment and vehicle from Krung Thai IBJ Leasing Co.,

Ltd. in accordance with the amount specified in the lease

agreement with a term of three years. The procurement

process was by means of bidding with interest rates

comparable to those proposed by other service providers.

The transaction is a transaction in support of

the ordinary business of TIP and is based on

rates or prices comparable to those proposed

by other service providers or paid by other

persons for the similar services.


reasonable.



expenses.



3.14.1.10 Related parties or close relatives of directors and/or executives of the Company and/or TIP

Related parties or close relatives of directors and/or executives of the Company and/or TIP (excluding the persons who may have conflict of interests as per

item 3.14.1.1 and item 3.14.1.2).

Transactions



ended on

31 Dec. 2020


31 Mar. 2021 Insurance TIP provided insurance for related parties or close

relatives of directors and/or executives of the Company

and/or TIP, with a majority of written premiums being from

Motor Insurance and Miscellaneous Insurance.




business.










insurance policies.



3.14.2 Guidelines and procedures for the approval of related party transactions

The Company has established the guidelines for related party transactions of the Company and/or

its subsidiaries with related parties in accordance with the criteria in the Securities and Exchange

Act B.E. 2535 (1992) (including any amendment thereto) and the relevant criteria specified by the

Capital Market Supervisory Board and/or the Securities and Exchange Commission and the Stock

Exchange of Thailand. The Audit Committee will give an opinion on the reasonableness of the

proposed transaction and the fairness of the price of the proposed transaction by considering that

the conditions are in the ordinary course of the industry and/or the proposed price is compared with

the market price and/or the price or conditions of the proposed transaction are on an arm’s length

basis, and/or in entering into the proposed transaction, it can be demonstrated that its price or

conditions are reasonable and fair.

If the Audit Committee does not have relevant expertise to consider the proposed transaction, the

Company shall arrange for an independent expertise to provide an opinion on the proposed

transaction for consideration by the Audit Committee, the Board of Directors and/or the shareholders’

meeting of the Company or its subsidiaries, as the case may be, in order to ensure that the proposed

transaction will not constitute a transfer or misappropriation of benefits and that it will be primarily

in the best interests of the Company and every shareholder. A person with potential conflict of

interests or who has interests in the proposed transaction shall not be allowed to consider and

approve the proposed transaction.

In addition, as a listed company on the Stock Exchange of Thailand, the Company shall endeavor

to strictly comply with the relevant rules, regulations, and criteria of the Securities and Exchange

Act B.E. 2535 (1992) (including any amendment thereto) and the relevant criteria specified by the

Capital Market Supervisory Board and/or the Securities and Exchange Commission and the Stock

Exchange of Thailand with respect to the entering into of related party transactions or connected

transactions, and acquisitions or disposal of assets in accordance with the applicable rules and

regulations of listed companies.



3.14.3 Related Party Transaction Policy

Board of Directors’ Meeting No. 6/2020 of the Company, convened on 24 November, 2020, resolved

to approve the related party transaction policy to ensure that the transactions entered between the Company,

the subsidiaries, and its related parties are correct and transparent. Any director and executive of the Company

and the subsidiaries is required to inform the Board of Directors or any person delegated by the Board of

Directors of the relationship or connected transactions in any matter that may lead to conflict of interests. Any

director, executive, or a related party will be able to enter into any transaction with the Company or the

subsidiaries only after the proposed transaction has been approved by the shareholders’ meeting of the

Company, with the exception of any transactions that contain trading terms similar to those which a reasonable

person would enter into with a general party in similar circumstances, with a bargaining power that is free of

any undue pressure as a result of a person being a director, executive, or related party, and that contain trading

terms approved by the Board of Directors or in accordance with the principles approved by the Board of

Directors or the transaction value that does not require approval from the Board of Directors’ or shareholders’

meeting, as the case may be. In addition, the directors and executives of the Company and the subsidiaries

must refrain from entering into any connected transaction that may lead to conflict of interests with the Company

or the subsidiaries. In the case that it is necessary to enter into a proposed transaction that is not in the ordinary

course of business or whose trading conditions are different from the general trading conditions, with required

approval from the Board of Directors’ or shareholders’ meeting, as the case may be, any interested shareholder,

director, or executive shall not participate in the consideration and approval of the proposed transaction, and

there shall be no special terms or conditions which are different from normal conditions in accordance with the

criteria specified by the Company.

The Company also requires that the company secretary or any person delegated by the company

secretary (the “Company Secretary”) collect the names of connected persons of the Company and the

subsidiaries in accordance with the definition of connected persons, and has duty to update and put their

names into the intranet system and screening system for connected persons of the Company and the

subsidiaries once a year or as soon as there is an event which provides clear information, such as the

resignation or re-appointment of a director.

In addition, the Company prescribes the Audit Department to be responsible for reviewing insurance

broker companies and other consulting firms of the subsidiaries which operate the core businesses as to

whether or not any of these companies are considered connected persons of the Company or the subsidiaries

which operate the core businesses in order to ensure that any transaction entered by the subsidiaries which

operate the core businesses shall not constitute a transfer or misappropriation of benefits of the Company or

the subsidiaries which operate the core businesses. The Company also assign the Audit Department to review

connected transactions and report the results to the Audit Committee. The audit measures are also put in place

to ensure that transactions are actually and randomly reviewed and that connected transactions are compliance



with the policies and guidelines of the Company and the subsidiaries on the entering into of specified connected

transactions, and that the entering into of any transaction or agreement with connected persons shall approve

in accordance with the law governing securities and exchange and relevant guidelines. Furthermore, the

stringent and sufficient internal control system is well-established to ensure that the agreed conditions are fully

performed during the term when the contract is binding upon the Company.

3.14.3.1 Transactions with general trading conditions The Board of Directors has approved, in principle, that the Management may approve the entering

into of related party transactions or connected transactions that contain trading terms with general

trading conditions by the Company and the subsidiaries with any director, executive, or related party

without requiring approval from a Board of Directors’ meeting if the proposed transaction contains

trading terms to those which a reasonable person would enter into with a general party in similar

circumstances, with a bargaining power that is free of any undue pressure as a result of a person

being a director, executive, or related party of the Company and/or the subsidiaries, as the case

may be, and if the proposed transaction will not constitute a transfer of benefits and/or can

demonstrate that its price and conditions are reasonable and fair.

The Management will prepare the summarized details of the proposed transaction together with

supporting documents and will propose the same to the Audit Department to review whether or not

the proposed transaction is in line with the criteria specified by the Board of Directors, and to the

Audit Committee for acknowledgement on a quarterly basis to ensure that the proposed transaction

is reasonable and in the best interest of the Company and/or the subsidiaries.

3.14.3.2 Transactions with specific trading conditions

In entering into a transaction that contains trading terms with specific trading conditions and is under

the approval authority of the Management, the relevant department is responsible for ensuring that

the proposed transaction is in compliance with the approval process under the Company’s

regulations. After the proposed transaction has been approved by the Management, the relevant

department will propose the matter to the Audit Committee to review as to whether or not the

proposed transaction is reasonable. In the case that the proposed transaction is under the approval

authority of the Board of Directors or the shareholders of the Company, the relevant department

shall propose the details, the necessity, and the reasonableness of the proposed transaction to

obtain approval from the Audit Committee prior to proposing the same to seek approval for entering

into the transaction from the Board of Directors or the shareholders’ meeting of the Company or the

subsidiaries, as the case may be, in compliance with the law governing securities and exchange,

including regulations, notifications, and orders of the Capital Market Supervisory Board and the

Stock Exchange of Thailand, and regulations on disclosure of information on related party

transactions or connected transactions.



In the case that the Audit Committee does not have relevant expertise to consider potential related

party transactions or connected transactions, the Company shall arrange for an independent expert or auditor

to provide an opinion on those transactions for consideration and decision-making by the Audit Committee, the

Board of Directors and/or the shareholders’ meeting of the Company or its subsidiaries, as the case may be.

A person with potential conflict of interests or who has interests in the proposed transaction shall not be entitled

to vote for the consideration and approval of those transactions in order to ensure that the entering into of

those transaction is necessary and reasonable in the best interest of the Company and/or the subsidiaries. The

Company will disclose the information on its or the subsidiaries’ related party transactions or connected

transactions in the annual registration statement and the notes to financial statements audited by the auditor

of the Company.

3.14.4 Tendency of related party transactions in the future

It is anticipated that in the future TIP will continue to enter into the transactions with the persons

who may have conflict of interests in the future which are the transactions in the ordinary course of business

and are the transactions supporting the ordinary business transactions as follows:

Transactions in the ordinary course of business, for example, underwriting, and payment of

commission to brokers/agents, investment in securities, with the prices, conditions or

agreements comparable to those of other trading partners.

Transactions supporting the ordinary business transactions, for example, sales promotion and/or

advertising, and marketing activities, and leasing of computer equipment, with the prices and

conditions that are in accordance with the general trading conditions or in the reasonable

manner.

In the future, if the Company group enters into connected transactions in addition to those stated

above, the Company will comply with the criteria in the Securities and Exchange Act and the Notification of the

Capital Market Supervisory Board No. TorJor. 21/2551 Re: Rules on Connected Transactions, together with

the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information

and Other Acts of Listed Companies Concerning the Connected Transactions, as well as the relevant rules of

the SEC and the SET, and the requirements on the disclosure of related party transactions in the notes to

financial statements audited by the auditor of the Company and the annual registration statement (Form 56-1).



3.15 Financial Information

Since the Company was incorporated on 31 July 2020, as a result, the Company has only the

financial statements for the period from 31 July 2020 (the incorporation date) to 31 December 2020 and financial

statements for the three-month period ended on 31 March 2021. However, the aforementioned financial

statements cannot materially reflect the operating performance and financial position of the Company that are

the matters of influence on the decision of investors. Nonetheless, upon the completion of shareholding and

management restructuring, if the Company can acquire all of TIP’s share from the existing shareholders, the

operating performance and financial position of the Company and its subsidiary in the new structure for the

financial statements for the fiscal year ended on 31 December 2018 - 2020 and for the three-month period

ended on 31 March 2021 will have no significantly differences from the current operating performance and

financial position of TIP. The financial information of TIP can be summarized as follows.

3.15.1 Auditor for the financial statements of TIP

Auditors for the financial statements of TIP can be summarized as follows.

Financial Statements Auditor’s Name Certified Public

Accountant No. Auditor’s Company

For the fiscal year ended on 31 December 2018 Mr. Paiboon Tunkoon 4298 PricewaterhouseCoopers

ABAS Ltd. For the fiscal year ended on

31 December 2019 Mr. Paiboon Tunkoon 4298 PricewaterhouseCoopers

ABAS Ltd. For the fiscal year ended on

31 December 2020 Mr. Paiboon Tunkoon 4298 PricewaterhouseCoopers

ABAS Ltd. For the three-month period ended on 31 March 2021

Mr. Paiboon Tunkoon 4298 PricewaterhouseCoopers

ABAS Ltd.

3.15.2 Summary of auditor reports

Summary of Auditor

Reports Auditor’s Opinion

For the fiscal year ended on 31 December 2018

Auditor has given the unqualified opinion in the auditor report that the financial statements of

TIP present fairly, in all material respects, the financial position of TIP as at 31 December

2018 and the operating performance and cash flows for the fiscal year ended in accordance

with Thai Financial Reporting Standards (TFRS) and contain key audit matters i.e. valuation

of insurance contract liabilities and adequacy of allowances for doubtful accounts for amount

due from reinsurance and reinsurance assets.






of insurance contract liabilities.



Summary of Auditor

Reports Auditor’s Opinion






of insurance contract liabilities.

For the three-month period ended on 31 March 2021

Nothing has come to the auditor’s attention that causes the auditor to believe that the

accompanying interim financial information is not prepared, in all material respects, in

accordance with Thai Accounting Standard 34, “Interim Financial Reporting”.



3.15.3 Summary table of TIP’s financial statements

3.15.3.1 Statement of financial position

Statement of Financial Position

Financial statement as at 31 Dec. Interim financial statement

as at 31 Mar. 2018

(Audited) 2019

(Audited) 2020

(Audited) 2021

(Reviewed) THB million % THB million % THB million % THB million %

Assets

Cash and cash equivalents 2,361.03 5.25 1,828.36 4.47 3,772.67 8.48 2,845.36 6.01

Net premium receivables 3,022.96 6.72 4,063.19 9.93 3,611.06 8.12 4,239.16 8.95

Accrued investment income 48.69 0.11 41.17 0.10 38.32 0.09 86.58 0.18

Net reinsurance assets 14,298.71 31.80 12,597.34 30.80 15,520.84 34.90 15,509.11 32.73

Net amounts due from reinsurance 2,847.19 6.33 2,977.90 7.28 3,174.24 7.14 4,442.44 9.38

Invested assets

Net investments in securities 15,181.45 33.77 13,833.62 33.82 12,871.29 28.94 14,828.25 31.29

Net Investment properties 161.96 0.36 158.09 0.39 154.38 0.35 153.85 0.32

Net property, plant and equipment 1,326.40 2.95 1,494.48 3.65 1,527.38 3.43 1,511.56 3.19

Net Intangible assets 67.93 0.15 61.44 0.15 59.89 0.14 59.15 0.12

Deferred tax assets 756.12 1.68 857.60 2.10 1,120.54 2.52 1,089.53 2.30

Net prepaid reinsurance premiums 2,690.32 5.99 1,231.29 3.01 781.75 1.76 753.12 1.59

Prepaid commissions 1,655.83 3.68 1,176.07 2.88 895.78 2.01 857.79 1.81

Other assets 542.28 1.21 579.76 1.42 944.09 2.12 1,007.08 2.13

Total Assets 44,960.87 100.00 40,900.31 100.00 44,472.23 100.00 47,382.98 100.00

Liabilities

Income tax payables 188.39 0.42 144.47 0.35 137.61 0.31 306.12 0.64

Insurance contract liabilities 18,943.46 42.13 17,701.42 43.28 21,444.62 48.22 21,605.93 45.60



Statement of Financial Position

Financial statement as at 31 Dec. Interim financial statement

as at 31 Mar. 2018

(Audited) 2019

(Audited) 2020

(Audited) 2021

(Reviewed) THB million % THB million % THB million % THB million %

Due to reinsurers 5,401.58 12.01 5,237.29 12.81 5,750.24 12.93 7,600.15 16.04

Accrued commission expenses 683.50 1.52 671.56 1.64 788.53 1.77 810.77 1.71

Premium received in advance 9,714.20 21.61 7,239.87 17.70 5,925.99 13.33 5,806.64 12.25

Premium suspense accounts 38.31 0.09 55.29 0.14 92.95 0.21 106.74 0.22

Employee benefit obligations 316.26 0.70 416.59 1.02 489.37 1.10 501.02 1.06

Other liabilities 2,002.37 4.45 1,076.26 2.63 1,399.74 3.15 1,308.81 2.76

Total liabilities 37,288.07 82.93 32,542.75 79.57 36,029.05 81.02 38,046.18 80.28

Equity

Share capital

Issued and paid-up share capital

Ordinary shares, 600,000,000 shares paid-up THB 1 each 600.00 1.34 600.00 1.46 600.00 1.35 600.00 1.27

Premium on ordinary shares 904.00 2.01 904.00 2.21 904.00 2.03 904.00 1.91

Retained earnings

Appropriated – Legal reserve 60.00 0.13 60.00 0.15 60.00 0.13 60.00 0.13

Appropriated – General reserve 782.08 1.74 858.64 2.10 951.80 2.14 951.80 2.01

Unappropriated 5,937.68 13.21 6,854.32 16.76 7,832.94 17.61 8,471.22 17.88

Other components of equity (610.96) (1.36) (919.40) (2.25) (1,905.56) (4.28) (1,650.22) (3.48)

Total equity 7,672.80 17.07 8,357.56 20.43 8,443.18 18.98 9,336.80 19.72

Total liabilities and equity 44,960.87 100.00 40,900.31 100.00 44,472.23 100.00 47,382.98 100.00



3.15.3.2 Statement of comprehensive income

Statement of

Comprehensive Income

Financial Statement for the fiscal year ended on 31 Dec. Interim financial Statement for the

three-month period ended on 31 Mar. 2018

(Audited) 2019

(Audited) 2020

(Audited) 2020

(Reviewed) 2021

(Reviewed) THB million % THB million % THB million % THB million % THB million %

Revenues

Premium written 20,521.83 218.67 21,846.25 207.15 25,398.53 199.34 6,103.45 203.26 6,908.03 205.08

Less Ceded premium (15,975.99) (170.23) (15,315.36) (145.22) (17,728.01) (139.14) (3,839.14) (127.85) (4,987.95) (148.08)

Net premium written 4,545.84 48.44 6,530.89 61.93 7,670.52 60.20 2,264.31 75.41 1,920.08 57.00

Add (Increase) decrease in

unearned premium reserves (12.35) (0.13) (911.24) (8.64) (97.18) (0.76) (567.35) (18.89) 31.97 0.95

Net premium earned 4,533.49 48.31 5,619.65 53.29 7,573.34 59.44 1,696.96 56.51 1,952.06 57.95

Fee and commission income 3,879.14 41.33 3,827.49 36.29 4,362.28 34.24 1,156.22 38.51 1,204.08 35.75

Net income on investments 667.11 7.11 724.86 6.87 568.67 4.46 112.68 3.75 132.93 3.95

Gains on investments 203.19 2.17 281.98 2.68 186.00 1.46 17.21 0.57 53.38 1.58

Gains on the revaluation of

investments 0.00 0.00 - - 0.00 0.00 0.00 0.00 0.00 0.00

Other income 101.91 1.08 92.11 0.87 50.57 0.40 19.74 0.66 26.08 0.77

Total revenues 9,384.84 100.00 10,546.09 100.00 12,740.87 100.00 3,002.81 100.00 3,368.53 100.00

Expenses

Gross insurance claims and loss

adjustment expenses 8,981.88 95.71 8,688.19 82.38 13,413.70 105.28 4,158.28 138.48 3,181.42 94.45

Less Insurance claims and loss

adjustment expenses recovery (6,881.11) (73.32) (5,783.99) (54.85) (9,195.82) (72.18) (3,346.00) (111.43) (2,058.46) (61.11)

Commission and brokerage

expenses 2,326.59 24.79 2,225.88 21.11 2,236.61 17.55 586.94 19.55 535.18 15.89



Statement of


Financial Statement for the fiscal year ended on 31 Dec. Interim financial Statement for the


(Audited) 2019

(Audited) 2020

(Audited) 2020

(Reviewed) 2021

(Reviewed) THB million % THB million % THB million % THB million % THB million %

Other underwriting expenses 1,202.12 12.81 1,298.12 12.31 1,528.80 12.00 408.67 13.61 379.76 11.27

Operating expenses 1,897.21 20.21 1,879.25 17.82 2,202.59 17.29 526.17 17.52 516.92 15.35

(Reversal) net impairment losses on

financial assets - - - - 0.11 0.00 (0.98) (0.03) 0.30 0.01

Total expenses 7,526.69 80.20 8,307.45 78.77 10,185.89 79.94 2,333.08 77.70 2,555.12 75.86

Profit before income tax 1,858.15 19.80 2,238.64 21.23 2,554.87 20.06 669.75 22.30 813.40 24.15

Income tax expense (326.99) (3.48) (375.45) (3.56) (490.00) (3.85) (142.20) (4.74) (175.12) (5.20)

Net profit 1,531.16 16.32 1,863.19 17.67 2,064.87 16.21 527.55 17.56 638.28 18.95

3.15.3.3 Statement of cash flow

Statement of Cash Flow

Financial statement for the fiscal year ended on 31 Dec. Interim financial statement for the


(Audited) 2019

(Audited) 2020

(Audited) 2020

(Reviewed) 2021

(Reviewed) THB million THB million THB million THB million THB million

Cash flows from operating

activities

Net direct premium written 16,724.09 18,158.73 24,430.83 4,729.34 5,997.76

Cash (received) paid for

reinsurance (1,898.33) (2,734.18) (5,101.27) (245.75) (596.20)

Losses incurred of direct insurance (9,685.92) (10,356.53) (10,135.61) (2,382.25) (3,127.77)






(Audited) 2019

(Audited) 2020

(Audited) 2020

(Reviewed) 2021


Loss adjustment expenses of direct

insurance (355.52) (394.42) (511.09) (110.04) (141.68)

Commissions and brokerages of

direct insurance (1,577.79) (1,690.41) (1,901.57) (460.94) (480.97)

Other underwriting expenses (991.18) (1,056.42) (1,131.96) (324.81) (290.05)

Interest income 227.52 225.78 162.22 47.77 35.68

Dividend received 442.66 527.38 440.70 49.62 57.93

Other income 112.58 96.78 51.22 14.85 28.86

Operating expenses (1,793.84) (2,062.62) (2,395.18) (446.62) (421.34)

Income tax paid (343.74) (444.87) (523.06) (18.29) (26.91)

Cash received from investments in

securities 18,973.82 22,059.36 17,257.91 4,281.55 3,637.00

Cash received from deposits at

financial institutions 2,000.29 701.17 400.55 100.00 0.10

Cash used in investments in

securities (20,380.63) (22,246.72) (17,517.14) (4,734.91) (5,345.48)

Cash used in deposits at financial

institutions (506.29) (401.10) (270.55) (200.00) (0.10)

Others (47.07) 221.14 (154.24) 274.58 (204.81)

Net cash provided from operating

activities 900.65 603.07 3,101.76 574.10 (877.98)

Cash flows from investing

activities






(Audited) 2019

(Audited) 2020

(Audited) 2020

(Reviewed) 2021


Cash provided from Proceeds from disposal of property,

plant and equipment 2.65 1.56 1.47 - 1.47

Cash used in Purchase of property, plant and

equipment (101.71) (230.46) (112.16) (69.10) (31.34)

Purchase of intangible assets (31.38) (16.64) (15.35) (2.72) (6.86)

Net cash used in investing

activities (130.44) (245.54) (126.04) (71.82) (36.73)

Cash flows from financing

activities

Repayment on lease liabilities (19.98) (20.20) (41.41) (13.69) (12.60)

Dividend paid (840.00) (870.00) (990.00) - -

Net cash used in financing

activities (859.98) (890.20) (1,031.41) (13.69) (12.60)

Net increase (decrease) in cash

and cash equivalents (89.77) (532.67) 1,944.31 488.59 (927.31)

Cash and cash equivalents as at the

beginning of the year 2,450.80 2,361.03 1,828.36 1,828.36 3,772.67

Cash and cash equivalents as at

the end of the year 2,361.03 1,828.36 3,772.67 2,316.95 2,845.36



3.15.4 Financial ratios

Financial Ratio For the fiscal year ended on 31 Dec.

For the

three-month period

ended on 31 Mar.

2018 2019 2020 2020 2021

Liquidity Ratio

Current ratio Times 1.36 1.39 1.30 1.26 1.30

Premium receivable turnover(1)(2) Days 50.30 58.39 54.39 66.48 51.14

Profitability Ratio

Retention rate(2) % 22.08 31.40 31.83 40.94 29.11

Loss ratio(2) % 46.34 51.68 55.69 47.87 57.53

Gross profit margin(2) % 61.22 46.23 51.53 46.16 58.24

Underwriting expense to net

premium earned(2) %

26.35 25.98 24.77 27.51 21.71

Return on investment(2) % 4.95 6.41 4.50 3.33 4.19

Net premium written to equity(1)(2) Times 0.60 0.81 0.91 1.18 0.86

Net profit margin(2) % 16.32 17.67 16.21 17.57 18.95

Return on equity(1)(2) % 20.11 23.25 24.58 27.39 28.72

Efficiency Ratio

Return on total assets(1)(2) % 3.24 4.34 4.84 4.94 5.56

Total assets turnover(1)(2) Times 0.20 0.25 0.30 0.28 0.29

Financial Policy Ratio

Debt to equity ratio Times 4.86 3.89 4.27 5.32 4.07

Policy liability to capital fund Times 2.47 2.12 2.54 2.81 2.31

Premium reserve to equity Times 1.45 1.46 1.60 1.81 1.48

Premium reserve to total assets % 24.77 29.78 30.32 28.64 29.11

Dividend payout ratio % 54.86 51.52 50.85 - -

Capital adequacy ratio (CAR Ratio) % 308.06 320.14 260.04 213.86 254.68

Remarks: (1) The information from the statement of financial position that used to calculate the financial ratios will be the mean of the information as at 31 December 2020 and as at 31 March 2021

(2) The information from the statement of comprehensive income that used to calculate the financial ratios will be the annualized information from the financial statement for the three-month period ended on 31 March 2021



Definition of financial ratio

Liquidity Ratio

Current ratio = Current assets / Current liabilities (Times)

Premium receivable turnover = 360 x average premium receivables / Premium

written (Days)

Profitability Ratio

Retention rate = Net premium written / Premium earned in the

year (%)

Loss ratio = Net insurance claims and loss adjustment

expenses / Net premium earned (%)

Gross profit margin = Underwriting profit / Net premium written (%)

Underwriting expense to premium

earned = (Commission and brokerage expenses + Other

underwriting expenses + Operating expenses) / Premium earned in the year

(%)

Return on investment = Income on investments / (Cash and cash

equivalents + Short-term investment + Investment and loans)

(%)

Net premium written to equity = Net premium written / Average equity (Times)

Net profit margin = Net profit / Total revenues (%)

Return on equity = Net profit / Average equity (%)

Efficiency Ratio

Return on total assets = Net profit / Average total assets (%)

Total assets turnover = Total revenues / Average total assets (Times)

Financial Policy Ratio

Debt to equity ratio = Total liabilities / Total equity (Times)

Policy liability to capital fund = Insurance contract liabilities / Total equity (Times)

Premium reserve to equity = Premium reserve / Total equity (Times)

Premium reserve to total assets = Premium reserve / Total assets (%)

Dividend payout ratio = Dividend / Net profit (%)

Capital adequacy ratio (CAR Ratio) = (Total capital available / Total capital required)

x 100 (%)



3.16 Management Discussion and Analysis

The Company was incorporated on 31 July 2020 to implement the Shareholding and Management

Restructuring Plan of TIP. As a result, as at the date on which the Company files the application for offering

for sale of newly issued securities and registration statement for securities offering together with a tender offer

for the securities of the listed company for the shareholding and management restructuring (“Form 69/247-1”)

with the SEC, the Company has only financial statements for the period from 31 July 2020 to 31 December

2020 and for the three-month period ended on 31 March 2021, which do not reflect and cannot be used in the

analysis of the operating performance and financial position of the Company.

The Company operates its business as a holding company and does not engage in significant

business of its own. After the tender offer for all securities of TIP by exchanging for the same type of securities

of the Company at the swap ratio of one ordinary share of TIP per one ordinary share of the Company, TIP

will become the sole subsidiary who operates the core business of the Company. In case that the Company is

able to acquire 100 percent of the total issued and paid-up capital of the TIP, the financial position and operating

performance of the Company and its subsidiary will not be significantly different from the financial position and

operating performance of TIP prior to the shareholding and management restructuring.

Therefore, the Management Discussion and Analysis on the financial position and operating

performance of the Company will be based on the financial position and operating performance of TIP according

to its financial statements for the fiscal year ended on 31 December 2018, 31 December 2019, and 31

December 2020, and for the three-month period ended on 31 March 2020 and 31 March 2021.

In this regard, the investors are advised to read the information from the Management Discussion

and Analysis in this part, together with the information in “Section 1 Part 3.15 Financial Information” and the

financial statements of TIP and the relevant notes to the financial statements as enclosed in Enclosure 6 of

this Form 69/247-1.



TIP

3.16.1 Overview of operating performance and financial position

TIP is a company that engaged in the non-life insurance business and investment activities and its

revenue consists of four categories: (1) Net premium earned; (2) Fee and commission income; (3) Income and

gains on investments; and (4) Other income. TIP’s main source of revenues come from net premium earned,

which represented around 48 percent to 59 percent of the total revenues and consisted of four types of

insurance, namely, Fire Insurance, Marine and Cargo Insurance, Motor Insurance, and Miscellaneous Insurance

(Miscellaneous Insurance can be categorized into two main types: Personal Accident Insurance and Other

Miscellaneous Insurance). According to the revenue proportion from each type of insurance, the majority of

premium written was from Miscellaneous Insurance, which represented 71 percent to 75 percent of the total

premium written between 2018 and 2020, and approximately 70 percent to 72 percent of the total premium

written for the three-month period ended on 31 March 2020 and 2021, respectively.

TIP’s total revenues for the fiscal year ended on 31 December 2019 was THB 10,546.09 million,

increased by THB 1,161.25 million or 12.37 percent from 2018, mainly due to an increase in net premium

earned as a result of an increase in direct premium written from Compulsory and Voluntary Motor Insurance,

Marine and Cargo Insurance, and Other Miscellaneous Insurance because TIP had a policy to emphasize the

expansion of new customer base, particularly retail customers, by means of launching various types of

insurance products in order to respond to the retail customers’ demands by expanding its omni channel services both on online and offline platforms through its company website, mobile applications, branch offices, and

business alliances. This policy includes the rapid consideration for underwriting and provision of claims services

in order to meet customers’ needs in the digital age and expand its corporate customer base with its

Full-Service Solutions.

TIP’s total revenues for the fiscal year ended on 31 December 2020 was THB 12,740.86 million,

increased by THB 2,194.77 million or 20.81 percent from 2019, mainly due to (1) an increase in net premium

earned because TIP was the first company to launch the Coronavirus (2019-nCov) insurance

(the “COVID-19 Insurance”) in the first quarter of 2020 in all distribution channels, including online and offline

platforms, with positive feedback, and (2) an increase in fee and commission income primarily attributable to

the increased ceded premium with respect to the increased premium written from the COVID-19 insurance.

TIP’s total revenues for the three-month period ended on 31 March 2021 was THB 3,368.53 million,

increased by THB 365.72 million or 12.8 percent from the same period of 2020, mainly due to (1) an increase

in net premium earned, the majority of which was the direct premium written from Personal Accident Insurance

as a result of customers in the personal accident programs who took out and renewed insurances, coupled

with the premium written from Other Miscellaneous Insurance and Voluntary Motor Insurance, due to the TIP’s

implementation of strategies which focused on direct sales especially through online channels and provision of

full services to customers, resulting in gaining trust from corporate and retail customers, and (2) an increase in

income and gains on investments which was attributable to an increase in gains from sales of equity instruments



and dividends received, with the majority being dividends received from equity instruments and infrastructure

funds that TIP invested in.

TIP’s net profit for the fiscal year ended on 31 December 2019 was THB 1,863.19 million, increased

by THB 332.03 million or 21.68 percent from 2018, mainly due to an increase in premium written from

Compulsory and Voluntary Motor Insurance, Marine and Cargo Insurance, and Other Miscellaneous Insurance.


by THB 201.68 million or 10.82 percent from 2019, mainly due to an increase in direct premium written from

the COVID-19 Insurance and the continued growth from TIP’s policy which focused on the retail customers of

Motor Insurance, net of an increase in other expenses with respect to the increased premium written.

TIP’s net profit for the three-month period ended on 31 March 2021 was THB 638.28 million,


in direct premium written from Personal Accident Insurance, Other Miscellaneous Insurance, and Voluntary

Motor Insurance, and (2) an increase in income and gains on investments according to the

above-mentioned reasons.

TIP’s total assets as at 31 December 2018, 2019, 2020, and 31 March 2021 were THB 44,960.87

million, THB 40,900.31 million, THB 44,472.23 million, and THB 47,382.98 million, respectively. As at the end

of 2019 as compared to the end of 2018, TIP’s total assets decreased by THB 4,060.56 million or 9.03 percent

from 2018, mainly due to (1) a decrease in net reinsurance assets which were primarily attributable to the

declined loss reserve to be recovered from reinsurance companies, (2) a decrease in net prepaid reinsurance

premium from the gradual recognition of prepaid reinsurance premium of Personal Accident Insurance with

more than 1-year coverage as ceded premium, and (3) a decrease in net investment in securities as a result

of the decrease in the fair value of TIP’s investment.

As at 31 December 2020, TIP’s total assets were THB 44,472.23 million, increased by THB 3,571.92

million or 8.73 percent from the end of 2019, mainly due to (1) an increase in net reinsurance assets which

were primarily attributable to the increased loss reserve to be recovered from reinsurance companies, and (2)

an increase in cash and cash equivalents with the majority being from the increased payment of insurance

premiums from customers and TIP invested such cash in short-term debt instruments in accordance with its

investment policies as to be in line with the economic condition.

As at 31 March 2021, TIP’s total assets were THB 47,382.98 million, increased by THB 2,910.75 million or 6.55 percent from the end of 2020, mainly due to (1) an increase in net investment in securities as a

result of an increase in new investments with respect to the increase in cash flow from operations, coupled

with an increase in the value of equity instruments in TIP’s investment portfolio with respect to an increase in

the SET Index since the beginning of 2021; (2) an increase in net amounts due from reinsurance primarily

attributable to an increase in loss due from reinsurance with the majority being the insurance claims where the

damages have been agreed but not yet charged from other reinsurers; and (3) an increase in net premium

receivables as a result of an increase in premium written overdue less than 30 days and overdue more than



60 days, with the majority being premium receivables from personal accident programs and receivables of

corporate clients.

TIP’s total liabilities as at 31 December 2018, 2019, 2020, and 31 March 2021 were THB 37,288.07

million, THB 32,542.75 million, THB 36,029.05 million, and THB 38,046.18 million, respectively. As at the end

of 2019 as compared to the end of 2018, TIP’s total liabilities decreased by THB 4,745.32 million or 12.73

percent from the end of 2018, mainly due to (1) a decrease in premium received in advance from the gradual

recognition of long-term premium received in advance as premium written; and (2) a decrease in insurance

contract liabilities as a result of a decrease in loss reserve according to the reported information, net of an

increase in unearned premium reserve.

As at 31 December 2020, TIP’s total liabilities were THB 36,029.05 million, increased by THB

3,486.30 million or 10.71 percent from the end of 2019, mainly due to (1) an increase in insurance contract

liabilities primarily attributable to an increase in loss reserve of Other Miscellaneous Insurance as a result of

damages incurred to assets of the insured person and the contractual obligations under the COVID-19

Insurance; and (2) an increase in due to reinsurers which was attributable to an increase in ceded premium as

a result of the increased reinsurance for Voluntary Motor Insurance, Other Miscellaneous Insurance, Personal

Accident Insurance, and COVID-19 Insurance.

As at 31 March 2021, TIP’s total liabilities were THB 38,046.18 million, increased by THB 2,017.13 million or 5.60 percent from the end of 2020, mainly due to an increase in due to reinsurers which was

attributable to an increase in ceded premium as a result of the increased reinsurance for Personal Accident

Insurance and Voluntary Motor Insurance.

TIP’s shareholders’ equity as at 31 December 2018, 2019, 2020, and 31 March 2021 were THB

7,672.80 million, THB 8,357.56 million, THB 8,443.18 million, and THB 9,336.80 million, respectively. As at the

end of 2019 as compared to the end of 2018, TIP’s shareholders’ equity increased by THB 684.76 million or

8.92 percent from the end of 2018, mainly due to an increase in TIP’s operating profit, net of the interim

dividend payment in 2019 and losses from fair value adjustment of available-for-sale investments.

As at 31 December 2020, TIP’s shareholders’ equity was THB 8,443.18 million, increased by THB

85.62 million or 1.02 percent from the end of 2019, mainly due to an increase in TIP’s operating profit in 2020,

net of the interim dividend payment from the operating performance of 2019, the interim dividend payment for

the operating period from 1 January 2020 to 30 June 2020, and losses from fair value adjustment of

available-for-sale investments.

As at 31 March 2021, TIP’s shareholders’ equity was THB 9,336.80 million, increased by THB

893.62 million or 10.58 percent from the end of 2020, mainly due to an increase in TIP’s operating profit in the

first quarter of 2021, net of losses from fair value adjustment of investments.



3.16.2 Operating performance analysis

3.16.2.1 Revenue

TIP’s total revenues for the fiscal year ended on 31 December 2018, 2019, and 2020 were THB

9,384.84 million, THB 10,546.09 million, and THB 12,740.86 million, respectively, and for the three-month

period ended on 31 March 2020 and 31 March 2021 were THB 3,002.81 million and THB 3,368.53 million,

respectively. It was comprised of net premium earned, fee and commission income, income and gains on

investments, and other income, which can be summarized as follows:

Statement of

Comprehensive

Income

For the fiscal year ended on 31 Dec. For the three-month period

ended on 31 Mar. 2018 2019 2020 2020 2021

THB

million

% THB

million

% THB

million % THB

million % THB

million %

Revenues

Gross premium

written 20,521.83 218.67 21,846.25 207.15 25,398.53 199.34 6,103.45 203.26 6,908.03 205.08

Less Ceded

premium (15,975.99) (170.23) (15,315.36) (145.22) (17,728.01) (139.14) (3,839.14) (127.85) (4,987.95) (148.08)

Net premium written 4,545.84 48.44 6,530.89 61.93 7,670.52 60.20 2,264.31 75.41 1,920.08 57.00

Less Increase

(decrease) in

unearned

premium

reserves from

previous year

(12.35) (0.13) (911.24) (8.64) (97.18) (0.76) (567.35) (18.89) 31.97 0.95

Net premium earned 4,533.49 48.31 5,619.65 53.29 7,573.34 59.44 1,696.96 56.51 1,952.06 57.95

Fee and commission

income 3,879.14 41.33 3,827.49 36.29 4,362.28 34.24 1,156.22 38.51 1,204.08 35.75

Income and gains on

investments(1) 870.30 9.28 1,006.84 9.55 754.67 5.92 129.89 4.32 186.31 5.53

Other income(2) 101.91 1.08 92.11 0.87 50.57 0.40 19.74 0.66 26.08 0.77

Total 9,384.84 100.00 10,546.09 100.00 12,740.86 100.00 3,002.81 100.00 3,368.53 100.00

Notes: (1) Income and gains on investments consist of net income on investments, gains on investments, and gains

(losses) on revaluation of investments

(2) Other income consists of rental income of office space at Rama 9 branch office and revenue from the Road

Accident Victims Protection Co., Ltd.

(1) Gross premium written

TIP’s main source of revenue is from premium written from the non-life insurance business which

can be categorized into four types, namely, Fire Insurance, Marine and Cargo Insurance, Motor Insurance, and

Miscellaneous Insurance. The premium written for the fiscal year ended on 31 December 2018, 2019, and

2020 were THB 20,521.83 million, THB 21,846.25 million, and THB 25,398.53 million, respectively, and for the



three-month period ended on 31 March 2020 and 31 March 2021 were THB 6,103.45 million and THB 6,908.03

million, respectively. The premium written classified by the types of insurance can be summarized as follows:

Type of Product

For the fiscal year ended on 31 Dec. For the three-month period

ended on 31 Mar.

2018 2019 2020 2020 2021

THB

million

% THB

million

% THB

million % THB

million % THB

million %

Fire Insurance 1,977.35 9.64 1,792.51 8.20 1,909.58 7.52 366.41 6.00 381.75 5.53

Marine and Cargo

Insurance 300.27 1.46 422.61 1.93 500.13 1.97 122.50 2.01 140.15 2.03

Motor Insurance 2,914.34 14.20 4,138.90 18.95 4,901.44 19.30 1,327.23 21.75 1,380.53 19.98

Miscellaneous Insurance

15,329.87 74.70 15,492.23 70.92 18,087.38 71.21 4,287.31 70.24 5,005.60 72.46

- Personal

Accident 8,088.31 39.41 7,734.80 35.41 7,014.55 27.62 1,729.09 28.33 2,223.27 32.18

- Other

Miscellaneous 7,241.56 35.29 7,757.43 35.51 11,072.83 43.59 2,558.22 41.91 2,782.34 40.28

Total 20,521.83 100.00 21,846.25 100.00 25,398.53 100.00 6,103.45 100.00 6,908.03 100.00

TIP’s premium written for the fiscal year ended on 31 December 2019 was THB 21,846.25 million,

increased by THB 1,324.42 million or 6.45 percent from 2018, mainly due to an increase in direct premium

written from Compulsory and Voluntary Motor Insurance, Marine Insurance, and Other Miscellaneous Insurance

with the growth rate of 42.02 percent, 40.74 percent, and 7.12 percent, respectively, as a result of (1) TIP’s

emphasis on continuous expansion of insurance premiums in the retail customers with its omni channel services

both on online and offline platforms through its company website, mobile applications, branch offices, and

business alliances, as well as launch of diverse types of insurance products to be in line with the lifestyles,

rapid consideration for underwriting and provision of claims services in order to meet customers needs in the

digital age; and (2) TIP’s expansion of insurance business for the corporate customers from both public and

private sectors with Full-Service Solutions, providing advice on business risk management and claim

management service in the case of accidents. With respect to Fire Insurance, TIP was affected by the

supervisory measures for housing loans and other housing-related loans (Loan-to-Value: LTV) issued by the

government, resulting in a decrease in premium written for the Fire Insurance of 9.35 percent from 2018.

TIP’s premium written for the fiscal year ended on 31 December 2020 was THB 25,398.53 million,

increased by THB 3,552.28 million or 16.26 percent from 2019, with one of the primary reason being due to

an increase in direct premium written from Health (Miscellaneous) Insurance because TIP was the first company

in Thailand’s insurance industry to launched the COVID-19 Insurance and, therefore, generated the highest

direct premium written for the COVID-19 insurance coverage in the non-life insurance industry in Thailand

which represented 7.61 percent of the total premium written for Miscellaneous Insurance in 2020. In addition,

TIP adopted digital technology in its online transactions for the whole insurance value chain to be in accordance

with the New Normal lifestyle and social distancing measures. TIP developed its digital system to support



various digital platforms used by customers, and cooperated with business alliances to jointly create new

innovations and develop products and services that meet its customers’ needs. These measures enabled TIP

to expand its customer base more extensively for the retail and corporate customers. In addition to the increased

premium written for Health Insurance, TIP’s premium written for Motor Insurance, Marine Insurance,

Miscellaneous Insurance, and Fire Insurance recorded growth rate of 18.42 pecent, 18.34 percent, 16.75

percent and 6.53 percent, respectively. However, Personal Accident Insurance was affected by lower

purchasing power and credit lending in the banking business during the COVID-19 pandemic, which affected

insurance products with coverage related to these businesses, resulting in a decrease in premium written for

Personal Accident Insrance at 9.31 percent from the previous year.

TIP’s premium written for the three-month period ended on 31 March 2021 was THB 6,908.03

million, increase by THB 804.58 million or 13.18 percent from the same period of 2020, mainly due to an

increase in direct premium written from Personal Accident Insurance as a result of customers in the personal

accident projects who took out and renewed insurances, coupled with the premium written from Other

Miscellaneous Insurance and Voluntary Motor Insurance, due to TIP’s implementation of strategies which

focused on direct sales through online channels and provision of comprehensive services to customers,

resulting in gaining trust from corporate and retail customers.

(2) Fee and commission income

TIP’s fee and commission income for the fiscal year ended on 31 December 2018, 2019, and 2020

were THB 3,879.14 million, THB 3,827.49 million, and THB 4,362.28 million, respectively, which represented

41.33 percent, 36.29 percent, and 34.24 percent of the total revenue, respectively, and for the three-month

period ended on 31 March 2020 and 31 March 2021 were THB 1,156.22 million and THB 1,204.08 million,

respectively, which represented 38.51 percent and 35.75 percent of the total revenue, respectively.

TIP’s fee and commission income for the fiscal year ended on 31 December 2019 was THB 3,827.49

million, decreased by THB 51.65 million or 1.33 percent from 2018 with respect to the decrease in ceded

premium.

TIP’s fee and commission income for the fiscal year ended 31 December 2020 was THB 4,362.28

million, increased by THB 534.79 million or 13.97 percent from 2019, mainly due to an increase in reinsurance

with respect to the increased premium written from Health Insurance which increased from COVID-19

Insurance, Voluntary Motor Insurance, and Other Miscellaneous Insurance.

TIP’s fee and commission for the three-month period ended on 31 March 2021 was THB 1,204.08

million, increased by THB 47.86 million or 4.14 percent from the same period of 2020, mainly due to an increase

in reinsurance with respect to the increase in premium written of Personal Accident Insurance and Voluntary

Motor Insurance.

(3) Income and gains on investment

TIP’s income and gains on investment consists of net income on investment, gains on investment,

and gains (losses) from fair value adjustment. The income and gains on investment for the fiscal years ended



on 31 December 2018, 2019, and 2020 were THB 870.30 million, THB 1,006.84 million, and THB 754.67 million, respectively, which represented 9.28 percent, 9.55 percent, and 5.92 percent of the total revenue,

respectively, and for the three-month period ended on 31 March 2020 and 31 March 2021 were THB 129.89 million and THB 186.31 million, respectively, which represented 4.32 percent and 5.53 percent of the total

revenue, respectively.

TIP’s income and gains on investment for the fiscal year ended on 31 December 2019 was THB

1,006.84 million, increased by THB 136.54 million or 15.69 percent from 2018, mainly due to the recognition

of available-for-sale profit from the sale of its debentures and unit trusts, coupled with an increase in dividends

received from the investment in TIP LIFE.

TIP’s income and gains on investment for the fiscal year ended 31 December 2020 was THB 754.67

million, decreased by THB 252.17 million or 25.05 percent from 2019, mainly due to a decrease in profit from

the sale of its unit trusts, debentures, and ordinary shares with respect to the decrease of the SET Index which

was primarily attributable to concerns regarding domestic and global economic growth trends during the COVID-

19 pandemic, resulting in a widespread economic slowdown in various sectors, including manufacuturing and

service, and higher unemployment rate, coupled with the decrease in dividends received from TIP’s investments

mainly as a result of the dividend payment suspension of TIP LIFE.

TIP’s income and gains on investment for the three-month period ended on 31 March 2021 was

THB 186.31 million, increased by THB 56.42 million or 43.44 percent from the same period of 2020, mainly

due to (1) an increase in profit from the sale of equity instruments because TIP gradually purchased shares

and mutual funds with good fundamentals and high returns from dividends in a stable manner during the sharp

decline of SET Index in 2020 and gradually took profit from the partial sale of equity instruments during the

recovery of SET Index in the first quarter of 2021; and (2) an increase in dividends received, with the majority

being dividends received from equity instruments and infrastructure funds that TIP invest in.

(4) Other income

TIP’s other income for the year 2018, 2019, and 2020 wereTHB 101.91 million, THB 92.11 million,

and THB 50.57 million, respectively, which represented 1.08 percent, 0.87 percent, and 0.40 percent of the

total revenue, respectively, and for the three-month period ended on 31 March 2020 and 31 March 2021 were

THB 19.74 million and THB 26.08 million, respectively, which represented 0.66 percent and 0.77 percent of the

total revenue, respectively. The examples of other income were the rental income of office space at Rama 9

branch office and revenue from the Road Accident Victims Protection Co., Ltd.

3.16.2.2 Direct operating costs

TIP’s direct operating costs consist of net insurance claims and loss adjustment expenses,

commission and brokerage expenses, other underwriting expenses, and operating expenses with the following

details:



(1) Net insurance claims and loss adjustment expenses

TIP’s net insurance claims and loss adjustment expenses for the fiscal year ended on 31 December

2018, 2019, and 2020 were THB 2,100.77 million, THB 2,904.20 million, and THB 4,217.88 million, respectively,

and for the three-month period ended on 31 March 2020 and 31 March 2021 were THB 812.28 million and

THB 1,122.96 million, respectively.

TIP’s net insurance claims and loss adjustment expenses for the fiscal year ended on 31 December

2019 was THB 2,904.20 million, increased by THB 803.43 million or 38.24 percent from 2018, mainly due to a

decrease in insurance claims and loss adjustment expenses in a proportion less than a decrease in insurance

claims and loss adjustment expenses recovery since the majority of perils for which insurance claims were

made in 2019, such as (1) Tropical Storm Pabuk in the southern part, Tropical Storms “Podul” and “Kajiki” in

the northeastern part of Thailand; (2) Group Health Insurance project; and (3) Personal Accident Insurance,

which are the risk types that can be managed by TIP at a high retention rate.

TIP’s net insurance claims and loss adjustment expenses for the fiscal year ended 31 December

2020 was THB 4,217.88 million, increased by THB 1,313.68 million or 45.23 percent from 2019, mainly due to

an increase in net insurance claims with respect to claims made from Personal Accident Insurance and

Compulsory and Voluntary Motor Insurance as a result of the increased coverage for Motor Insurance as

specified by the OIC.

TIP’s net insurance claims and loss adjustment expenses for the three-month period ended on 31

March 2021 was THB 1,122.96 million, increased by THB 310.68 million or 38.25 percent from the same period

of 2020, mainly due to an increase in net insurance claims in line with claims made from Personal Accident

Insurance and Compulsory and Voluntary Motor Insurance as a result of the increased coverage for Motor

Insurance as specified by the OIC.

(2) Commission and brokerage expenses

TIP’s commission and brokerage expenses for the fiscal year ended on 31 December 2018, 2019,

and 2020 were THB 2,326.59 million, THB 2,225.88 million, and THB 2,236.61 million, respectively, and for the

three-month period ended on 31 March 2020 and 31 March 2021 were THB 586.94 million and THB 535.18

million, respectively.

TIP’s commission and brokerage expenses for the fiscal year ended on 31 December 2019 was

THB 2,225.88 million, decreased by THB 100.71 million or 4.33 percent from 2018, mainly due to a decrease

in commission and brokerage expenses for Personal Accident Insurance from direct underwriting and

reinsurance as a result of TIP’s more emphasis on direct sales and expansion of its customer base through

online channels to gain more access to retail customers.

TIP’s commission and brokerage expenses for the fiscal year ended on 31 December 2020 was

THB 2,236.61 million, increased by THB 10.73 million or 0.48 percent from 2019 which increased in a proportion

less than an increase in premium written as a result of TIP’s continued emphasis on direct sales and expansion

of its customer base through online channels as in 2019.



TIP’s commission and brokerage expenses for the three-month period ended on 31 March 2021

wasTHB 535.18 million, decreased by THB 51.76 million or 8.82 percent from the same period of 2020 as a

result of TIP’s continued emphasis on direct sales and expansion of its customer base through online channels

as in 2019 and 2020.

(3) Other underwriting expenses

TIP’s other underwriting expenses for the fiscal year ended on 31 December 2018, 2019, and 2020

were THB 1,202.12 million, THB 1,298.12 million, THB 1,528.80 million, respectively, and for the three-month

period ended on 31 March 2020 and 31 March 2021 were THB 408.67 million and THB 379.76 million,

respectively.

TIP’s other underwriting expenses for the fiscal year ended on 31 December 2019 was THB 1,298.12

million, increased by THB 96.00 million or 7.99 percent from 2018, mainly due to an increase in amount of

contributions remitted to various agencies as required by law with respect to the increase in premium written

from TIP’s Motor Insurance and an increase in promotional expenses to maintain its market share and to

increase its sales volume for Motor Insurance and Personal Accident Insurance.

TIP’s other underwriting expenses for the fiscal year ended on 31 December 2020 was THB 1,528.80

million, increased by THB 230.68 million or 17.77 percent from 2019, mainly due to an increase in amount of

contributions remitted to various agencies as required by law with respect to the the increase premium written

from Motor Insurance premiums and underwriting promotional expenses of Personal Accident Insurance and

Other Miscellaneous Insurance.

TIP’s other underwriting expenses for the three-month period ended on 31 March 2021 was THB

379.76 million, decreased by THB 28.91 million or 7.07 percent from the same year of 2020, mainly due to

TIP’s policy on cost management by means of decreasing promotional expenses.

3.16.2.3 Operating expenses

TIP’s operating expenses for the fiscal year ended on 31 December 2018, 2019, and 2020 were

THB 1,897.21 million, THB 1,879.25 million, and THB 2,202.59 million, respectively, and for the three-month


respectively. The operating expenses include employee salaries and bonuses, sales promotional expenses,

and allowance for bad debts and doubtful accounts.

TIP’s operating expenses for the fiscal year ended on 31 December 2019 was THB 1,879.25 million,

decreased by THB 17.96 million or 0.95 percent from 2018, mainly due to a decrease in advertising expenses

and consulting expenses, coupled with the declined allowance for doubtful accounts.

TIP’s operating expenses for the fiscal year ended on 31 December 2020 was THB 2,202.59 million,

increased by THB 323.34 million or 17.21 percent from 2019, mainly due to an increase in expenses relating

to sales promotion and online advertisement through online channels, such as Facebook and Google, and



other media, such as radio, television, and billboards to gain more access to retail customers, an increase in

banking fees, and an increase in allowance for doubtful accounts.

TIP’s operating expenses for the three-month period ended on 31 March 2021 was THB 516.92

million, decreased by THB 9.25 million or 1.76 percent from the same year of 2020, mainly due to a decrease

in sales promotional expenses, coupled with the declined allowance for doubtful accounts.

3.16.2.4 Net impairment losses on financial assets

For the three-month period ended on 31 March 2021, TIP’s net impairment losses on financial assets

was THB 0.30 million which are net impairment losses on financial assets of the investments securities as a

result of accounting treatment according to Thai Financial Reporting Standards (TFRS) No. 9.

3.16.2.5 Net profit

TIP’s net profit for the fiscal year ended on 31 December 2018, 2019, and 2020 were THB 1,531.16

million, THB 1,863.19 million, and THB 2,064.87 million, respectively, which represented 16.32 percent, 17.67

percent, and 16.21 percent of the total revenue, respectively, and for the three-month period ended on

31 March 2020 and 31 March 2021 were THB 527.55 million and THB 638.28 million, respectively, which

represented 17.56 percent and 18.95 percent of the total revenue, respectively.



Compulsory and Voluntary Motor Insurance, Marine and Cargo Insurance, and Other Miscellaneous Insurance

as stated above.



COVID-19 Insurance, coupled with an increase in premium written for Compulsory and Voluntary Motor

Insurance, net of an increase in other expenses with respect to the increased premium written.

TIP’s net profit for the three-month period ended on 31 March 2021 was THB 638.28 million,


in direct premium written from Personal Accident Insurance, Other Miscellaneous Insurance, and Voluntary

Motor Insurance, and (2) an increase in income and gains on investments according to the above-mentioned

reasons.

3.16.3 Financial Position

3.16.3.1 Assets

TIP’s total assets as at 31 December 2018, 31 December 2019, 31 December 2020, and 31 March

2021 were THB 44,960.87 million, THB 40,900.31 million, THB 44,472.23 million, and THB 47,382.98 million,

respectively. TIP’s main assets consist of net investment in securities, net reinsurance assets, net premium



receivables, and net amounts due from reinsurance, which represented 29 percent to 34 percent, 30 percent

to 35 percent, 7 percent to 10 percent, and 6 percent to 9 percent of the total assets, respectively.

As at 31 December 2019, TIP’s total assets were THB 40,900.31 million, decreased by THB

4,060.56 million or 9.03 percent from 31 December 2018, mainly due to:

(1) A decrease in net reinsurance assets of THB 1,701.37 million as a result of a decrease in loss

reserve to be recovered from reinsurance companies;

(2) A decrease in net prepaid reinsurance premium of THB 1,459.03 million which was primarily

attributable to the gradual recognition of prepaid reinsurance premium of Personal Accident

Insurance with more than 1-year coverage as ceded premium; and

(3) A decrease in net investment in securities of THB 1,347.83 million as a result of the decrease in the

fair value of TIP’s investments.

As at 31 December 2020, TIP’s total assets were THB 44,472.23 million, increased by THB 3,571.92

million or 8.73 percent from 31 December 2019, mainly due to:

(1) An increase in net reinsurance assets of THB 2,923.50 million as a result of an increase in loss

reserve to be recovered from reinsurance companies; and

(2) An increase in cash and cash equivalents of THB 1,944.31 million which was primarily attributable

to the increased payment of insurance premiums from customers and TIP invested such cash in

short-term debt instruments in accordance with its investment policies as to be in line with the

economic condition.

As at 31 March 2021, TIP’s total assets were THB 47,382.98 million, increased by THB 2,910.75

million or 6.55 percent from 31 December 2020, mainly due to:

(1) An increase in net investment in securities of THB 449.65 million as a result of an increase in new

investments with respect to the increase in cash flow from operation, coupled with an increase in

the value of equity instruments in TIP’s investment portfolio in line with an increase in the SET Index

since the beginning of 2021;

(2) An increase in net amounts due from reinsurance of THB 1,268.20 million which was primarily

attributable to an increase in loss due from reinsurance with the majority being the insurance claims

where the damages have been agreed but not yet charged from other reinsurers; and

(3) An increase in net premium receivables of THB 628.10 million as a result of an increase in premium

written overdue less than 30 days and overdue more than 60 days, with the majority being premium

receivables from personal accident projects and receivables of corporate clients.



Assets

As at 31 Dec. As at 31 Mar. 2018

(Audited)

2019

(Audited)

2020

(Audited)

2021

(Reviewed) THB

million

% THB

million

% THB

million % THB

million %

Assets

Cash and cash equivalents 2,361.03 5.25 1,828.36 4.47 3,772.67 8.48 2,845.36 6.01

Net premium receivables 3,022.96 6.72 4,063.19 9.93 3,611.06 8.12 4,239.16 8.95

Accrued investment income 48.69 0.11 41.17 0.10 38.32 0.09 86.58 0.18

Net reinsurance assets 14,298.71 31.80 12,597.34 30.80 15,520.84 34.90 15,509.11 32.73

Net amounts due from

reinsurance 2,847.19 6.33 2,977.90 7.28 3,174.24 7.14 4,442.44 9.38

Invested assets Net investment in

securities 15,181.45 33.77 13,833.62 33.82 12,871.29 28.94 14,828.25 31.29

Net investment properties 161.96 0.36 158.09 0.39 154.38 0.35 153.85 0.32

Net property, plan, and

equipment 1,326.40 2.95 1,494.48 3.65 1,527.38 3.43 1,511.56 3.19

Net intangible assets 67.93 0.15 61.44 0.15 59.89 0.14 59.15 0.12

Deferred tax assets 756.12 1.68 857.60 2.10 1,120.54 2.52 1,089.53 2.30

Net prepaid reinsurance

premiums 2,690.32 5.99 1,231.29 3.01 781.75 1.76 753.12 1.59

Prepaid commissions 1,655.83 3.68 1,176.07 2.88 895.78 2.01 857.79 1.81

Other assets 542.28 1.21 579.76 1.42 944.09 2.12 1,007.08 2.13

Total 44,960.87 100.00 40,900.31 100.00 44,472.23 100.00 47,382.98 100.00

The material changes in the main components of TIP’s assets can be summarized as follows:

(1) Net premium receivables

TIP’s net premium receivables as at 31 December 2018, 31 December 2019, 31 December 2020,

and 31 March 2021 were THB 3,022.96 million, THB 4,063.19 million, THB 3,611.06 million, and THB 4,239.16

million, respectively. The average premium collection period as at 31 December 2018, 31 December 2019, and

31 December 2020 were 50.30 days, 58.39 days, 54.39 days, and 51.14 days, respectively. TIP normally gives

credit terms to the majority of its customers for a period of 30 days to 90 days. Net premium receivables can

be classified by outstanding balances as follows:

Net premium

receivables

As at 31 Dec. As at 31 Mar. 2018 2019 2020 2021

(Audited) (Audited) (Audited) (Reviewed) THB

million

% THB

million

% THB

million

% THB

million %

Undue 2,393.11 79.16 3,084.29 75.91 2,365.73 65.51 2,470.29 58.27

Overdue

Less than 30 days 209.33 6.92 353.01 8.69 408.78 11.32 805.46 19.00

31 - 60 days 135.92 4.50 277.64 6.83 379.07 10.50 226.88 5.35



Net premium

receivables

As at 31 Dec. As at 31 Mar. 2018 2019 2020 2021


million

% THB

million

% THB

million

% THB

million %

61 - 90 days 92.85 3.07 163.35 4.02 103.46 2.87 272.41 6.43

91 days - 1 year 194.53 6.44 187.34 4.61 355.00 9.83 536.61 12.66

More than 1 year 77.55 2.57 91.56 2.25 188.14 5.21 194.15 4.58

Total premium

receivables 3,103.29 102.66 4,157.19 102.31 3,800.18 105.24 4,505.80 106.29

Less Allowance for

doubtful

accounts

(80.33) (2.66) (94.00) (2.31) (189.12) (5.24) (266.64) (6.29)

Net premium

receivables 3,022.96 100.0 0 4,063.19 100.00 3,611.06 100.00 4,239.16 100.00

TIP’s net premium receivables as at 31 December 2019 were THB 4,063.19 million, increased by

THB 1,040.23 million or 34.41 percent from the end of 2018, mainly due to an increase in undue premium

receivables for Personal Accident Insurance, Industrial All Risk Insurance, and Voluntary Motor Insurance. The

average premium collection period for the year 2019 was 58.39 days, an increase from 2018.

TIP’s net premium receivables as at 31 December 2020 were THB 3,611.06 million, decreased by

THB 452.13 million or 11.13 percent from the end of 2019, mainly due to a decrease in undue premium written

because the majority of increased premium written was from the sales of COVID-19 Insurance in which

premiums were paid in cash. The average premium collection period for the year 2020 was 54.39 days, a slight

decrease from 2019, but the proportion of overdue premium receivables became higher as compared to the

end of 2019 primarily attributable to economic impact from the outbreak of COVID-19 pandemic and the OIC’s

temporary measures for alleviating difficult situations for the insured persons by granting relaxation to the

conditions in the insurance policies and insurance premium rates.

TIP’s net premium receivables as at 31 March 2021 was THB 4,239.16 million, increased by THB

628.10 million or 17.39 percent from the end of 2020, mainly due to an increase in premium written overdue

less than 30 days and overdue more than 60 days, with the majority being premium receivables from personal

accident projects and receivables of corporate clients. The average premium collection period for the

three-month period ended on 31 March 2021 was 51.14 days, a slight decrease from 2020, but the proportion

of overdue premium receivables became higher as compared to the end of 2020 primarily attributable to

economic impact from the outbreak of COVID-19 pandemic and the OIC extended the period for granting

relaxation to conditions in the insurance policies and insurance premium rates in accordance with its temporary

measures for alleviating difficult situations for the insured persons as in 2020.



(2) Net reinsurance assets

TIP’s net reinsurance assets as at 31 December 2018, 31 December 2019, 31 December 2020, and

31 March 2021 were THB 14,298.71 million, THB 12,597.34 million, THB 15,520.84 million, and THB 15,509.11

million, respectively. The main components of net reinsurance assets consist of unearned premium reserve

and loss reserve to be recovered from reinsurance companies.

TIP’s net reinsurance assets as at 31 December 2019 were THB 12,597.34 million, decreased by

THB 1,701.37 million or 11.90 percent from the end of 2018, mainly due to a decrease in loss reserve to be

recovered from reinsurance companies. A decrease in net reinsurance assets resulted from a decrease in loss

reserve incurred and reported of THB 1,799.97 million, with the majority being Engineering Insurance, Fire

Insurance, and Personal Accident Insurance; a decrease in loss reserve incurred but not reported of THB 35.79

million, with the majority being Aviation Insurance; and an increase in unearned premium reserve of THB

134.39 million, with the majority being Voluntary Motor Insurance.

TIP’s net reinsurance assets as at 31 December 2020 were THB 15,520.84 million, increased by

THB 2,923.50 million or 23.21 percent from the end of 2019, mainly due to an increase in loss reserve to be

recovered from reinsurance companies. An increase in net reinsurance assets resulted from an increase in

loss reserve incurred and reported of THB 1,543.76 million; an increase in loss reserve incurred but not reported

of THB 176.25 million, with the majority being Industrial All Risk Insurance; and an increase in unearned

premium reserve of THB 1,203.49 million, with the majority being Industrial All Risk Insurance, Crop Insurance,

and Health Insurance.

TIP’s net reinsurance assets as at 31 March 2021 were THB 15,509.11 million, decreased by THB

11.73 million or 0.08 percent from the end of 2020, mainly due to a decrease in loss reserve to be recovered

from reinsurance companies. A decrease in net reinsurance assets resulted from a decrease in loss reserve

incurred and reported of THB 204.07 million, with the majority being Industrial All Risk Insurance; a decrease

in loss reserve incurred but not reported of THB 151.14 million, with the majority being Personal Accident

Insurance; and an increase in unearned premium reserve of THB 343.48 million, with the majority being

Personal Accident Insurance, Aviation Insurance, and Voluntary Motor Insurance.

(3) Net amounts due from reinsurance

TIP’s net amounts due from reinsurance as at 31 December 2018, 31 December 2019, 31 December

2020, and 31 March 2021 were THB 2,847.19 million, THB 2,977.90 million, THB 3,174.24 million, and THB 4,442.44 million, respectively. The details of net amounts due from reinsurance can be summarized as follows:

Net amounts due

from reinsurance

As at 31 Dec. As at 31 Mar. 2018 2019 2020 2021


million

% THB

million

% THB

million

% THB

million %

Amounts deposited on reinsurance 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Balance due from reinsurers 3,721.35 130.70 3,873.75 130.08 4,082.43 122.93 5,336.66 122.93



Net amounts due

from reinsurance

As at 31 Dec. As at 31 Mar. 2018 2019 2020 2021


million

% THB

million

% THB

million

% THB

million %

Less Allowance for doubtful

accounts (874.16) (30.70) (895.85) (30.08) (908.19) (22.93) (894.22) (22.93)

Total 2,847.19 100.00 2,977.90 100.00 3,174.24 100.00 4,442.44 100.00

Amounts due from reinsurance can be classified by outstanding periods as follows:

Net amounts due

from reinsurance

As at 31 Dec. As at 31 Mar. 2018 2019 2020 2021

(Audited) (Audited) (Audited) (Reviewed)

THB

million

% THB

million

% THB

million

% THB

million %

Undue 35.48 1.25 27.55 0.93 10.36 0.33 27.72 0.62

Overdue Less than 12 months 1,863.34 65.44 2,055.14 69.01 1,971.78 62.12 3,178.87 71.56

1 - 2 years 955.44 33.56 790.17 26.53 1,103.48 34.76 959.36 21.60

More than 2 years 867.09 30.45 1,000.89 33.61 996.81 31.40 1,170.71 26.35

Less Allowance for doubtful

accounts (874.16) (30.70) (895.85) (30.08) (908.19) (28.61) (894.22) (20.13)

Total outstanding balance

receivable from reinsurers 2,847.19 100.00 2,977.90 100.00 3,174.24 100.00 4,442.44 100.00

TIP’s net amounts due from reinsurance as at 31 December 2019 were THB 2,977.90 million,

increased by THB 130.71 million or 4.59 percent from the end of 2018, mainly due to an increase in loss due

from Treaty Reinsurance because due to the insurance claims where the damages have been agreed but not

yet charged from other reinsurers.

TIP’s net amounts due from reinsurance as at 31 December 2020 were THB 3,174.24 million,

increased by THB 196.34 million or 6.59 percent from the end of 2019, mainly due to an increase in loss due

from reinsurance with respect to the increase in insurance claims and loss adjustment expenses from the

previous year.

TIP’s net amounts due from reinsurance as at 31 March 2021 were THB 4,442.44 million, increased

by THB 1,268.20 million or 39.95 percent from the end of 2020, mainly due to an increase in loss due from

reinsurance with the majority being the insurance claims where the damages have been agreed but not yet

charged from other reinsurers.

For net amounts due from reinsurance which were overdue more than two years, TIP still has a

chance to receive repayment due to their compliance with payment terms specified in certain types of

reinsurance contracts, under which payment shall be made within 24 months or 60 months after the coverage



period has expired depending on the types of insurance contract. Upon the payment due date, the balance will

be reconciled and the repayment will be made by the reinsurers to TIP.

(4) Net investment in securities

TIP’s net investment in securities as at 31 December 2018, 31 December 2019, 31 December 2020,

and 31 March 2021 were THB 15,181.45 million, THB 13,833.62 million, THB 12,871.29 million, and THB 14,828.25 million, respectively. The net investment in securities consist of held-for-trading investments,

available-for-sale investments, held-to-maturity investments, and general investments.

TIP’s net investment in securities as at 31 December 2019 were THB 13,833.62 million, decreased

by THB 1,347.83 million or 8.88 percent from the end of 2018, mainly due to a decrease in the fair value of

TIP’s investment.

TIP’s net investment in securities as at 31 December 2020 were THB 12,871.29 million, decreased

by THB 962.33 million or 6.96 percent from the end of 2019, mainly due to a decrease in the fair value of TIP’s

investment.

TIP’s net investment in securities as at 31 March 2021 were THB 14,828.25 million, increased by

THB 1,956.96 million or 15.20 percent from the end of 2020, mainly due to an increase in available-for-sale

investment with respect to the increase in government bonds and state enterprise debt instruments according

to TIP’s liquidity management policies, by investing partial funds retained in short-term treasury bills with the

remaining maturity period of less than three months in treasury bills with the remaining maturity period of more

than three months and government bonds in order to generate high returns from interests in parallel with the

liquidity management, coupled with an increase in the value of equity instruments in TIP’s investment portfolio

in line with an increase in the SET Index since the beginning of 2021.

Due to TIP’s implementation of temporary measures for mitigating the impact from the COVID-19

pandemic issued by the Federation of Accounting Professions until the reporting period ending 31 December

2020, which was expired after 31 December 2020, resulted in significant decrease in fair value of investments

of non-listed equity instruments (Road Accident Victims Protection Co., Ltd.) in the next reporting period. The

fair value decreased from THB 494.40 per share to THB 255.28 per share, which accounted for a decrease in

total amount from THB 162.47 million to THB 83.89 million (Please see the details in Notes 5.10 (e) and 39 of

the notes to the financial statements of TIP for the fiscal year ended on 31 December 2020), resulting in TIP’s

unrealized gains in value of investments measured at the fair value through other comprehensive income for

the equity instruments of Road Accident Victims Protection Co., Ltd., being decreased by THB 78.58 million

from THB 159.18 million for the accounting period ended on 31 December 2020 to THB 80.60 million for the

three-month period ended on 31 March 2021.

(5) Net prepaid reinsurance premium

TIP’s net prepaid reinsurance premiums as at 31 December 2018, 31 December 2019, 31 December

2020, and 31 March 2021 were THB 2,690.32 million, THB 1,231.29 million, THB 781.75 million, and THB

753.12 million, respectively. The net prepaid reinsurance premiums consist of prepaid insurance premiums for



domestic and overseas converage, domestic and overseas long-term prepaid insurance premiums, uncovered

reinsurance premium payables, and commissions received in advance.

TIP’s net prepaid reinsurance premiums as at 31 December 2019 were THB 1,231.29 million,

decreased by THB 1,459.03 million or 54.23 percent from the end of 2018, mainly due to the gradual recognition

of prepaid reinsurance premium for Personal Accident Insurance with more than 1-year coverage, which was

paid by TIP in full, as ceded premium.

TIP’s net prepaid reinsurance premium as at 31 December 2020 were THB 781.75 million,

decreased by THB 449.54 million or 36.51 percent from the end of 2019, mainly due to the gradual recognition

of prepaid reinsurance premium for Personal Accident Insurance with more than 1-year coverage, which was

paid by TIP in full, as ceded premium.

TIP’s net prepaid reinsurance premium as at 31 March 2021 were THB 753.12 million, decreased

by THB 28.63 million or 3.66 percent from the end of 2020, mainly due to the gradual recognition of prepaid

reinsurance premium for Personal Accident Insurance with more than 1-year coverage, which was paid by TIP

in full, as ceded premium.

3.16.3.2 Liabilities

TIP’s total liabilities as at 31 December 2018, 31 December 2019, 31 December 2020, and 31

March 2021 were THB 37,288.07 million, THB 32,542.75 million, THB 36,029.05 million, and THB 38,046.18

million, respectively. The main components of TIP’s total liabilities consist of insurance contract liabilities,

premium received in advance, and due to reinsurers, which represented 42 percent to 48 percent, 12 percent

to 22 percent, and 12 percent to 16 percent of its total liabilities and shareholders’ equity, respectively.

As at 31 December 2019, TIP’s total liabilities were THB 32,542.75 million, decreased by THB


(1) A decrease in premium received in advance of THB 2,474.33 million which was primarily attributable

to the the gradual recognition of premium received in advance for Personal Accident Insurance as

premium written;

(2) A decrease in insurance contract liabilities of THB 1,242.04 million which was primarily attributable

to a decrease in loss reserve according to the reported information, net of an increase in unearned

premium reserve.

As at 31 December 2020, TIP’s total liabilities were THB 36,029.05 million, increased by THB


(1) An increase in insurance contract liabilities of THB 3,743.20 million which was primarily attributable

to an increase in loss reserve for Other Miscellaneous Insurance as a result of damages incurred

to assets of the insured person and the contractual obligations under the COVID-19 Insurance;



(2) An increase in due to reinsurers of THB 512.94 million which was attributable to an increase in

ceded premium as a result of the increased reinsurance for Voluntary Motor Insurance, Personal

Accident Insurance, COVID-19 Insurance, and Other Miscellaneous Insurance.

As at 31 March 2021, TIP’s total liabilities were THB 38,046.18 million, increased by THB 2,017.13 million or 5.60 percent from 31 December 2020, mainly due to:

(1) An increase in due to reinsurers of THB 1,849.91 million which was attributable to an increase in

ceded premium as a result of the increased reinsurance for Personal Accident Insurance and

Voluntary Motor Insurance.

Liabilities

As at 31 Dec. As at 31 Mar. 2018

(Audited)

2019

(Audited)

2020

(Audited)

2021

(Reviewed)

THB

million

% THB

million

% THB

million % THB

million %

Liabilities

Income tax payables 188.39 0.42 144.47 0.35 137.61 0.31 306.12 0.64

Insurance contract liabilities 18,943.46 42.13 17,701.42 43.28 21,444.62 48.22 21,605.93 45.60

Due to reinsurers 5,401.58 12.01 5,237.29 12.81 5,750.24 12.93 7,600.15 16.04

Accrued commission

expenses 683.50 1.52 671.56 1.64 788.53 1.77 810.77 1.71

Premium received in advance 9,714.20 21.61 7,239.87 17.70 5,925.99 13.33 5,806.64 12.25

Premium suspense accounts 38.31 0.09 55.29 0.14 92.95 0.21 106.74 0.22

Employee benefit obligations 316.26 0.70 416.59 1.02 489.37 1.10 501.02 1.06

Other liabilities 2,002.37 4.45 1,076.26 2.63 1,399.74 3.15 1,308.81 2.76

Total liabilities 37,288.07 82.93 32,542.75 79.57 36,029.05 81.02 38,046.18 80.28

The changes in main components of TIP’s liabilities can be summarized as follows:

(1) Insurance contract liabilities

TIP’s insurance contract liabilities as at 31 December 2018, 31 December 2019, 31 December 2020,

and 31 March 2021 were THB 18,943.46 million, THB 17,701.42 million, THB 21,444.62 million, THB 21,605.93

million, respectively. The insurance contract liabilities consist of loss reserve and accrued claims, loss

adjustment reserve and accrued loss adjustment expenses, and premium reserve.

Insurance contract

liabilities

As at 31 Dec. As at 31 Mar.

2018 2019 2020 2021


THB

million

% THB

million

% THB

million

% THB

million %

Loss reserve incurred and

reported 6,476.27 34.19 4,230.98 23.90 6,296.23 29.36 6,327.75 29.29



Insurance contract

liabilities

As at 31 Dec. As at 31 Mar.

2018 2019 2020 2021


THB

million

% THB

million

% THB

million

% THB

million %

Loss reserve incurred but not

reported (IBNR) 1,331.00 7.02 1,288.62 7.28 1,665.89 7.77 1,484.18 6.87

Unearned premium reserve

(UPR) 11,136.19 58.79 12,181.82 68.82 13,482.50 62.87 13,794.00 63.84

Total 18,943.46 100.00 17,701.42 100.00 21,444.62 100.00 21,605.93 100.00

TIP’s insurance contract liabilities as at 31 December 2019 were THB 17,701.42 million, decreased

by THB 1,242.04 million or 6.56 percent from the end of 2018, mainly due to a decrease in loss reserve

according to the reported information.

TIP’s insurance contract liabilities as at 31 December 2020 were THB 21,444.62 million, increased

by THB 3,743.20 million or 21.15 percent from the end of 2019, mainly due to an increase in loss reserve for

Other Miscellaneous Insurance as a result of damages incurred to assets of the insured person and the

contractual obligations under the COVID-19 Insurance.

TIP’s insurance contract liabilities as at 31 March 2021 were THB 21,605.93 million, increased by

THB 161.31 million or 0.75 percent from the end of 2020, mainly due to an increase in loss reserve for Other

Miscellaneous Insurance as a result of damages incurred to assets of the insured person and the contractual

obligations under the Personal Accident Insurance and Motor Insurance with respect to the increased premium

written in such type of insurance.

(2) Due to reinsurers

TIP’s due to reinsurers as at 31 December 2018, 31 December 2019, 31 December 2020, and 31

March 2021 were THB 5,401.58 million, THB 5,237.29 million, THB 5,750.24 million, and THB 7,600.15 million,

respectively. Due to reinsurers consists of accrued ceded premium and amounts withheld on reinsurance.

TIP’s due to reinsurers as at 31 December 2019 was THB 5,237.29 million, decreased by THB

164.29 million or 3.04 percent from the end of 2018 with respect to the decrease in ceded premium.

TIP’s due to reinsurers as at 31 December 2020 was THB 5,750.24 million, increased by THB

512.95 million or 9.79 percent from the end of 2019, mainly due to an increase in ceded premium as a result

of the increased reinsurance for Voluntary Motor Insurance, Personal Accident Insurance, COVID-19 Insurance,

and Other Miscellaneous Insurance.

TIP’s due to reinsurers as at 31 December 2020 was THB 7,600.15 million, increased by THB

1,849.91 million or 32.17 percent from the end of 2020, mainly due to an increase in ceded premium as a

result of the increased reinsurance for Personal Accident Insurance and Voluntary Motor Insurance.



(3) Premium received in advance

TIP’s premium received in advance as at 31 December 2018, 31 December 2019, 31 December

2020, and 31 March 2021 were THB 9,714.20 million, THB 7,239.87 million, THB 5,925.99 million, and THB 5,806.64 million, respectively. The premium received in advance consists of pre-coverage direct premium

written, long-term direct premium written, uncover insurance policy receivables, and return of direct premium

written and prepaid reinsurance premium. The majority of premium received in advance was derived from the

underwriting for the customers of one of TIP’s business partner for Fire Insurance, Miscellaneous Insurance

(including safe credit insurance policy which is a type of insurance policy in Miscellaneous Insurance), with

long-term coverage of 1-30 years and 1-9 years depending on the types of insurance.

TIP’s premium received in advance as at 31 December 2019 was THB 7,239.87 million, decreased

by THB 2,474.33 million or 25.47 percent from the end of 2018, mainly due to the gradual recognition of

premium received in advance for Personal Accident Insurance with more than 1-year coverage, which was paid

by TIP in full, as premium written.

TIP’s premium received in advance as at 31 December 2020 was THB 5,925.99 million, decreased

by THB 1,313.88 million or 18.15 percent from the end of 2019, mainly due to the gradual recognition of

premium received in advance for Personal Accident Insurance with more than 1-year coverage, which was paid

by TIP in full, as premium written.

TIP’s premium received in advance as at 31 March 2021 was THB 5,806.64 million, decreased by

THB 119.35 million or 2.01 percent from the end of 2020, mainly due to the gradual recognition of premium

received in advance for Personal Accident Insurance with more than 1-year coverage, which was paid by TIP

in full, as premium written.

(4) Other liabilities

TIP’s other liabilities as at 31 December 2018, 31 December 2019, 31 December 2020, and 31

March 2021 were THB 2,002.37 million, THB 1,076.26 million, THB 1,399.74 million, and THB 1,308.81 million,

respectively. Other liabilities consist of employee payables, subrogation payables, accrued expenses for

domestic and overseas projects, suspense claim payables, reinsurer fund payables, etc.

3.16.3.3 Shareholders’ Equity

TIP’s sharholders’ equity as at 31 December 2018, 31 December 2019, 31 December 2020, and 31

March 2021 were THB 7,672.80 million, THB 8,357.56 million, THB 8,443.18 million, THB 9,336.80 million,

respectively.


684.76 million or 8.92 percent from the end of 2019, mainly due to an increase in TIP’s operating profit, net of

the interim dividend payment in 2019, and losses from fair value adjustment of available-for-sale investments.


85.62 million or 1.02 percent from the end of 2019, mainly due to an increase in TIP’s operating profit in 2020,



net of the interm dividend payment from the operational performance of 2019, the interim dividend payment for

the operating period from 1 January 2020 to 30 June 2020, and losses from fair value adjustment of

available-for-sale investments.

As at 31 March 2021, TIP’s shareholders’ equity was THB 9,336.80 million, increased by THB

893.62 million or 10.58 percent from the end of 2020, mainly due to an increase in TIP’s operating profit in the

first quarter of 2021, net of losses from fair value adjustment of investments.

3.16.3.4 Significant events and transactions in year 2018

Notification of the Ministry of Finance No. 1213/2561 dated 7 September 2018 issued an order to

revoke the non-life insurance business license of one of the business partner of TIP, who was a reinsurer under

a contract of TIP. As a result, TIP might suffer damages as the creditor of this reinsurance company in a total

amount of THB 832.19 million. Therefore, for the purpose of transparency and prudence, TIP’s Management

had set the impairment loss for the long-term prepaid insurance premium for Treaty Reinsurance, reinsurance

premium received in advance from Facultative Reinsurance, and unearned premium reserve from this business

partner in a total amount of THB 415.01 million, as well as allowance for doubtful accounts for net reinsurance

assets, net amounts due from reinsurance, and accrued direct losses (other assets) of this business partner in

a total amount of THB 417.08 million. In this regard, TIP filed a debt repayment application with the General

Insurance Fund as the liquidator of this business partner.

3.16.4 Liquidity analysis

Statement of

Cash Flow

Financial Statement for the fiscal year ended on

31 Dec.

Financial Statement for the

three-month period ended on

31 Mar. 2018 2019 2020 2020 2021

THB million THB million THB million THB million THB million Cash flows from

operations

Net cash provided

from operating

activities 900.65 603.07 3,101.76 574.10 (877.98)

Cash flows from

(used in) investing

Cash provided from Proceeds from

disposal of property,

plant and equipment 2.65 1.56 1.47 - 1.47

Cash used in Purchase of property,

plant and equipment (101.71) (230.46) (112.16) (69.10) (31.34)



Statement of

Cash Flow

Financial Statement for the fiscal year ended on

31 Dec.

Financial Statement for the

three-month period ended on

31 Mar. 2018 2019 2020 2020 2021

THB million THB million THB million THB million THB million Purchase of intangible

assets (31.38) (16.64) (15.35) (2.72) (6.86)

Net cash used in

investing activities (130.44) (245.54) (126.04) (71.82) (36.73)

Cash flows from

financing

Repayment on lease

liabilities (19.98) (20.20) (41.41) (13.69) (12.60)

Dividend paid (840.00) (870.00) (990.00) - -

Net cash used in

financing activities (859.98) (890.20) (1,031.41) (13.69) (12.60)

Net increase

(decrease) in cash and

cash equivalents (89.77) (532.67) 1,944.31 488.59 (927.31)

Cash and cash

equivalents as at the

beginning of the year 2,450.80 2,361.03 1,828.36 1,828.36 3,772.67

Cash and cash

equivalents as at the

end of the year 2,361.03 1,828.36 3,772.67 2,316.95 2,845.36

(1) Cash flow from operations

TIP’s net cash flows from operations for the fiscal year ended on 31 December 2018, 2019, and

2020 were THB 900.65 million, THB 603.07 million, and THB 3,101.76 million, and for the three-month period

ended on 31 March 2020 and 31 March 2021 were THB 574.11 million and THB 877.98 million, respectively.

For the fiscal year ended on 31 December 2018, TIP’s net cash flows from operations were THB

900.65 million, with the majority being cash received from investments in securities and net direct premium

written, net of cash used in investments in securities and losses incurred of direct insurance.


603.07 million, with the majority being cash received from investments in securities and net direct premium

written, net of cash used in investments in securities and losses incurred of direct insurance.


3,101.76 million, with the majority being net direct premium written and cash received from investments in

securities, net of cash used in investments in securities and losses incurred of direct insurance.

For the three-month period ended on 31 March 2021, TIP’s net cash flows from operations were

THB 877.98 million, with the majority being the increase in investments in securities using the proceeds from



cash flow from operations and the increased in loss incurred of direct insurance with respect to the increase in

claims made from Personal Accident Insurance and Motor Insurance as a result of the increased coverage for

Motor Insurance as specified by the OIC, net of net direct premium written and cash received from investments

in securities.

(2) Cash flow from investing

TIP’s net cash flows from investing for the fiscal year ended on 31 December 2018, 2019, and 2020

were THB 130.44 million, THB 245.54 million, and THB 126.04 million, and for three-month period ended on

31 March 2020 and 31 March 2021 were THB 71.82 million and THB 36.73 million, respectively.

For the fiscal year ended on 31 December 2018, TIP’s net cash flows from investing were THB

130.44 million, with the majority being cash paid for the space improvement and car parking building renovation

at Rama 3 Head Office, the purchase of call center system, and the development of TIP’s computer programs

and website.

For the fiscal year ended on 31 December 2019, TIP’s net cash flow from investing was THB 245.54

million, with the majority being cash paid for the purchase of land together with 10 units of four-storey

commercial building with mezzanine floor in Rama 3 area for the purpose of expanding space of the Head

Office, the purchase of automated working systems, call center system, accident notification system, and the

development of the data management system.

For the fiscal year ended on 31 December 2020, TIP’s net cash flows from investing were THB

126.04 million, with the majority being cash paid for the purchase of land together with two units of 3-storey

commercial building with mezzanine floor and rooftop to be used as the location of Nakhon Sawan province

branch office, and the development of the information technology system to enhance TIP’s operational

efficiency.

For the three-month period ended on 31 March 2021, TIP’s net cash flow from investing was THB

36.73 million, with the majority being cash paid for the space improvement and system renovation within the

Rama 3 Building, and the development of the information technology system to enhance TIP’s operational

efficiency.

(3) Cash flow from financing

TIP’s net cash flows from financing for the fiscal year ended on 31 December 2018, 2019, and 2020

were THB 859.98 million, THB 890.20 million, and THB 1,031.41 million, respectively, and for three-month


respectively.

For the fiscal year ended on 31 December 2018, TIP’s net cash flow from financing was THB 859.98

million, with the majority being the dividend payment and debt repayment on finance leases for vehicles.

For the fiscal year ended on 31 December 2019, TIP’s net cash flow from financing was THB 890.20

million, with the majority being the dividend payment and debt repayment on finance leases for vehicles.



For the fiscal year ended on 31 December 2020, TIP’s net cash flow from financing was THB

1,031.41 million, with the majority being the debt repayment on finance leases for vehicles, right-of-use land,

buildings, and vehicles, and the dividend payment.

For the three-month period ended on 31 March 2021, TIP’s net cash flow from financing was THB

12.60 million, with the majority being the debt repayment on finance leases for vehicles, and right-of-use land,

buildings, and vehicles.

3.16.5 Key financial ratio analysis

3.16.5.1 Liquidity Ratio

The liquidity ratio as at 31 December 2018, 31 December 2019, 31 December 2020, and 31 March

2021 were at 1.36 times, 1.39 times, 1.30 times, and 1.30 times, respectively.

As at 31 December 2019, the liquidity ratio increased from 1.36 times at the end of 2018 to 1.39

times at the end of 2019, mainly due to a decrease in current liabilities as a result of a decrease in insurance

contract liabilities in a proportion higher than a decrease in current assets that declined from the previous year.

As at 31 December 2020, the liquidity ratio decreased from 1.39 times at the end of 2019 to 1.30

times at the end of 2020, due to an increase in current liabilities, with the majority being insurance contract

liabilities and due to reinsurers in a proportion higher than an increase in current assets.

As at 31 March 2021, the liquidity rario was at 1.30 times, which was equal to the liquidity ratio at

the end of 2020, mainly due to a proportionately increase in current assets and current liabilities.

3.16.5.2 Profitability Ratios

(1) Retention Rate

The retention rate for the fiscal year ended on 31 December 2018, 2019 and 2020, and 31 March

2021 were at 22.08 percent, 31.40 percent, 31.83 percent, and 29.11 percent, respectively.

The retention rate for the year 2019 increased from 22.08 percent in 2018 to 31.40 percent in 2019,

mainly due to a decrease in reinsurance because the risk type was at accepable retention rate, with the majority

being Compulsory Motor Insurance.

The retention rate for the year 2020 increased from 31.40 percent in 2019 to 31.83 percent in 2020,

mainly due to a higher ratio of premium written for insurance with a high rention rate, with the majority being

Voluntary Motor Insurance and COVID-19 Insurance.

The retention rate for the three-month period ended on 31 March 2021 decreased from 31.83

percent in 2020 to 29.11 percent in the three-month period of 2021, mainly due to an increase in reinsurance

with respect to the growth of premium written, with the majority being Personal Accident Insurance and

Voluntary Motor Insurance.



(2) Loss Ratio

The loss ratio for the fiscal year ended on 31 December 2018, 2019 and 2020, and 31 March 2021

was at 46.34 percent, 51.68 percent, 55.69 percent, and 57.53 percent, respectively, and can be classified by

the types of insurance according to the following details:

Type of Product

For the fiscal year ended on 31 Dec.

For the three-month

period ended on

31 Mar.

2018 2019 2020 2021

Loss Ratio

(%)

Loss Ratio

(%)

Loss Ratio

(%) Loss Ratio

(%)

Fire Insurance 5.41 14.46 23.96 18.32 Marine and Cargo Insurance 18.45 31.05 44.56 55.62

Motor Insurance 64.19 62.77 65.09 75.70

Miscellaneous Insurance(1) 57.93 61.19 60.19 59.14

Total 46.34 51.68 55.69 57.53

Remark: (1) Miscellaneous Insuance consists of Personal Accident Insurance and Other Miscellaneous Insurance.

Loss ratio increased from 46.34 percent in 2018 to 51.68 percent in 2019, mainly due to a decrease

in insurance claims and loss adjustment expenses in a proportion less than a decrease in insurance claims

and loss adjustment expenses recovery because the majority of perils for which insurance claims were made

in 2019 were several perils from natural disasters in different regions of Thailand, such as storms and floodings

in the southern and northeastern provinces. In addition, there were insurance claims from the peril types which

TIP can managed its own risk at a high retention rate, such as Group Health Insurance and Personal Accident

Insurance, in consistent with the loss ratio of Miscellaneous Insurance which increased from 57.93 percent in

2018 to 61.19 percent in 2019.

Loss ratio increased from 51.68 percent in 2019 to 55.69 percent in 2020, mainly due to (1) an

increase in insurance claims with respect to the claims made from Compulsory and Voluntary Motor Insurance

as a result of increased coverage for Motor Insurance as specified by the OIC; (2) an increase in insurance

claims from Fire Insurance as a result of natural disasters which affected TIP’s retail customers; and (3) an

increase in insurance claims from Marine and Cargo Insurance as a result of marine accidents in 2020.

Loss ratio increased from 55.69 percent in 2020 to 57.53 percent in the three-month period of 2021,

mainly due to (1) an increase in insurance claims with respect to the claims made from Compulsory and

Voluntary Motor Insurance as a result of increased coverage for Motor Insurance as specified by the OIC; and

(2) an increase in insurance claims from Marine and Cargo Insurance as a result of marine accidents in the

three-month period of 2021.



(3) Underwriting expenses to net premium earned

The underwriting expenses to net premium earned for the fiscal year ended on 31 December 2018,

2019 and 2020, and 31 March 2021 were at 26.35 percent, 25.98 percent, 24.77 percent, and 21.71 percent,

respectively.

The underwriting expenses to net premium earned decreased from 26.35 percent in 2018 to 25.98 percent in 2019, due to a decrease in commission and brokerage expenses from underwriting with respect to

the policies of TIP which focused on direct sales and expansion of its customer base through online channels

to gain more access to retail customers.

The underwriting expenses to net premium earned decreased from 25.98 percent in 2019 to 24.77

percent in 2020, mainly due to an increase in premium written at a higher rate than an increase in underwriting

expenses as a result of TIP’s efficient management of underwriting expenses and its continued emphasis on

direct sales and expansion of its customer base through online channels as in 2019.

The underwriting expenses to net premium earned decreased from 24.77 percent in 2020 to 21.71

percent in the three-month period of 2021, mainly due to an increase in TIP’s premium earned together with a

decrease in total underwriting expenses, particularly a decrease in operating expenses as a result of the

decrease in sales promotional expenses and allowance for bad debts and doubtful accounts, and a decrease

in commission and brokerage expenses as a result of TIP’s continued emphasis on direct sales and expansion

of its customer base through online channels.

(4) Net profit margin

The net profit margin for the fiscal year ended on 31 December 2018, 2019 and 2020, and 31 March


The net profit margin increased from 16.32 percent in 2018 to 17.67 percent, mainly due to an

increase in net profit with respect to the increase in premium written as a result of TIP’s emphasis on expansion

of insurance premiums in the retail customers with its omni channel services and in the corporate customers

with Full-Service Solutions.

The net profit margin decreased from 17.67 percent in 2019 to 16.21 percent in 2020, mainly due

to a decrease in income and gains on investments at 25.05 percent from 2019 as a result of a decrease in

profit from the sale of its unit trusts, debentures, and ordinary shares in accordance with the decrease in the

SET Index, and a decrease in dividends received.

The net profit margin increased from 16.21 percent in 2020 to 18.95 percent in the three-month

period of 2021, mainly due to an increase in direct premium written from Personal Accident Insurance, Other

Miscellaneous Insurance, and Voluntary Motor Insurance, and an increase in income and gains on investments

which was attraible to the above-mentioned reasons.



(5) Return on equity

The return on equity for the fiscal year ended on 31 December 2018, 2019 and 2020, and 31 March


The return on equity increased from 20.11 percent in 2018 to 23.25 percent in 2019, mainly due to

an increase in net operating profit as mentioned above.

The return on equity increased from 23.25 percent in 2019 to 24.58 percent in 2020, mainly due to

an increase in net operating profit in a proportion higher than an increase in average shareholders’ equity in

2020 (the average at the end of 2019 and the end of 2020).

The return on equity increased from 24.58 percent in 2020 to 28.72 percent in the three-month

period of 2021, mainly due to an increase in net operating profit in a proportion higher than an increase in

average shareholders’ equity in the first quarter of 2021 (the average as at the end of 2020 and the end of the

first quarter of 2021).

3.16.5.3 Efficiency Ratio

Total assets turnover ratio for the fiscal year ended on 31 December 2018, 2019 and 2020, and 31

March 2021 were at 3.24 percent, 4.34 percent, 4.84 percent, and 5.56 percent, respectively.

Total assets turnover ratio increased from 3.24 percent in 2018 to 4.34 percent in 2019, mainly due

to an increase in net operating profit, coupled with a decrease in average total assets in 2019 (the average as

at the end of 2018 and the end of 2019), which were attributable to a decrease in net reinsurance assets, net

prepaid reinsurance premium, and net investment in securities.

Total assets turnover ratio increased from 4.34 percent in 2019 to 4.84 percent in 2020, mainly due

to an increase in net operating profit, coupled with a decrease in the average total assets in 2020 (the average

as at the end of 2019 and the end of 2020).

Total assets turnover ratio increased from 4.84 percent in 2020 to 5.56 percent in the three-month

period of 2021, mainly due to an increase in net operating profit in a proportion higher than an increase in the

average total assets in the first quarter of 2021 (the average as at the end of 2020 and the end of the first

quarter of 2021).

3.16.5.4 Financial Ratio

(1) Debt to equity ratio

The debt to equity ratio as at 31 December 2018, 31 December 2019, 31 December 2020, and 31

March 2021 was at 4.86 times, 3.89 times, 4.27 times, and 4.07 times, respectively.

The debt to equity ratio decreased from 4.86 times at the end of 2018 to 3.89 times at the end of

2019, mainly due to a decrease in total liabilities which was primarily attributable to a decrease in premium

received in advance and insurance contract liabilities, coupled with an increase in shareholders’ equity.



The debt to equity ratio increased from 3.89 times at the end of 2019 to 4.27 times at the end of

2020, mainly due to an increase in total liabilities which was primarily attributable to an increase in insurance

contract liabilities and due to reinsurers.

The debt to equity ratio decreased from 4.27 times at the end of 2020 to 4.07 times at the end of

the first quarter of 2021, mainly due to an increase in shareholders’ equity with respect to the increase in net

profit in the first quarter of 2021 in a proportion higher than an increase in total liabilities.

(2) Policy Liability to Capital Fund

The Policy Liability to Capital Fund as at 31 December 2018, 31 December 2019, 31 December

2020, and 31 March 2021 were at 2.47 times, 2.12 times, 2.54 times, and 2.31 times, respectively.

The Policy Liability to Capital Fund decreased from 2.47 times at the end of 2018 to 2.12 times at

the end of 2019, mainly due to a decrease in accrued claims and risk reserve, coupled with an increase in the

shareholders’ equity.

The Policy Liability to Capital Fund increased from 2.12 times at the end of 2019 to 2.54 times at

the end of 2020, mainly due to an increase in unearned premium reserve for Crop Insurance, an increase in

loss reserve for Other Miscellaneous Insurance as a result of damages incurred to assets of the insured person

and the contractual obligations under the COVID-19 Insurance.

The Policy Liability to Capital Fund decreased from 2.54 times at the end of 2020 to 2.31 times at

the end of the first quarter of 2021, mainly due to an increase in the shareholders’ equity with respect to the

increase in net profit in the first quarter of 2021 in a proportion higher than an increase in accrued claims and

risk reserve.

(3) Capital adequacy ratio (CAR Ratio)

The capital adequacy ratio (CAR Ratio) as at 31 December 2018, 31 December 2019, 31 December

2020, and 31 March 2021 were at 308.06 percent, 320.14 percent, 260.04 percent, and 254.68 percent,

respectively. TIP was able to maintain this ratio at a level specified by the OIC, that is, not lower than 140.00

percent under the Risk-based Capital 1 (RBC 1) standards and not lower than 120.00 percent under the Risk-

based Capital 2 (RBC 2) standards.

The capital adequacy ratio (CAR Ratio) under the RBC 2 standards at the end of 2019 was at

320.14 percent, an increase from 308.06 percent from the end of 2018 under the RBC 1 standards, mainly due

to the net result of (1) an increase in operating profit, coupled with a decrease in net loss reserve from

underwriting; (2) a decrease in risk assets in investment portfolio; (3) the adjustment of calculation standards

from RBC 1 to RBC 2; (4) the dividend payment in April and September; and (5) an increase in unrealized

losses from investment.

The capital adequacy ratio (CAR Ratio) under the RBC 2 standards at the end of 2020 was at

260.04 percent, a decrease from 320.14 percent from the end of 2019 under the RBC 1 standards, mainly due

to the net result of (1) an increase in operating profit; (2) the adjustment of correlations between asset risks



and insurance risks as announced by the OIC; (3) the dividend payment in April and September; (4) the impact

of the COVID-19 pandemic which caused an increase in unrealized losses from investment; (5) an increase in

deferred tax assets; (6) an increase of risk assets in investment portfolio to enhance profitability; and (7) the

expansion of TIP’s insurance business in which the increased premium written resulted in the increased

estimation of loss reserves and premium reserves.

The capital adequacy ratio (CAR Ratio) under the RBC 2 standards at the end of the first quarter

of 2021 was at 254.68 percent, a level close to 260.04 percent at the end of 2020, mainly due to the net result

of (1) an increase in operating profit; (2) an increase of risk assets in investment portfolio; (3) an increase in

estimation of loss reserves and premium reserves; and (4) a decrease in asset value of equity instruments of

insurance companies in accordance with the OIC’s relevant notifications.

(4) Dividend payout ratio

The dividend payout ratio for the fiscal year ended on 31 December 2018, 2019, and 2020 were at

54.86 percent, 51.52 percent, and 52.30 percent, respectively. However, for the three-month period ended on

31 March 2021, TIP did not paid dividends to its shareholders, thereby the dividend payout ratio could not be

calculated.

The dividend payout ratio decreased from 54.86 percent in 2018 to 51.52 percent in 2019, mainly

due to an increase in net profit in a proportion higher than an increase in dividend payment to TIP’s

shareholders.

The dividend payout ratio increased from 51.52 percent in 2019 to 52.30 percent in 2020, mainly

due to an increase in dividend payment to TIP’s shareholders in a proportion higher than an increase in net

profit.



4. Potential Impacts from Shareholding and Management Restructuring

4.1 Opinion of the Board of Directors of the Securities Issuer

4.1.1 Impact on financial position and operating performance of the Company

Financial position and operating performance based on current financial statements of the Company

Since the Company was incorporated on 31 July 2020 to accommodate the Shareholding and

Management Restructuring Plan of TIP and still does not hold TIP’s share, as a result, the Company currently

has no substantial financial position and operating performance.

Impacts from the shareholding and management restructuring on the Company’s financial position and

operating performance based on the financial statements of the Company upon the successful of

shareholding and management restructuring

Accounting impacts on the consolidated financial statements of the securities issuer

In order for the investors to clearly understand the preliminary impacts after the shareholding and

management restructuring, the Company therefore illustrates the pro-forma financial information which is

prepared under the accounting practice for business combination of entities under common control that reflects

the Company’s 12-month operating performance and includes TIP’s 12-month operating performance (From 1 January 2019 until 31 December 2019) as if the Company’s was incorporated and was a shareholder of TIP

since 1 January 2019 by providing examples for the understanding of shareholders, which can be considered

into two cases including (A) all of the shareholders of TIP exchange their shares for the Company’s shares

and (B) 75.00 percent of the shareholders of TIP exchange their shares for the Company’s shares respectively.

From the aforementioned assumptions, upon the successful of shareholding and management restructuring,

the impacts on financial position and operating performance of the Company from the shareholding and

management restructuring can be considered in 2 cases as follows:

Case 1: The Company can fully acquire 100 percent of the total issued and paid-up capital of

TIP

In case that the Company can fully acquire 100 percent of the total issued and paid-up capital of

TIP, the financial position and operating performance of the Company and its subsidiary will have no significant

differences from the financial position and operating performance of TIP prior to the shareholding and

management restructuring.



Case 2: The Company can acquire less than 100 percent of the total issued and paid-up capital

of TIP

In case that the Company can acquire less than 100 percent of the total issued and paid-up capital

of TIP, the Company will recognize the financial position and operating performance of TIP in proportion to its

shareholding in TIP. For instance, if the Company can acquire 75 percent of the total issued and paid-up capital

of TIP, the Company will recognize 75 percent of the financial position and operating performance of TIP.

(Please see the details in Table 1 - Summary table of the significant impacts on the financial position

and operating performance of the Company and Table 2 - The pro-forma financial information).

Taxation impact

This shareholding and management restructuring will not cause any tax impact to the Company

since it is the restructuring which affect only at shareholders’ level. However, after the delisting of shares of

TIP from the SET, TIP may be affected by the indirect tax impact since TIP will not receive any tax privileges

as the listed companies may receive in the future (if any).


operating performance based on the financial statements of the Company upon the unsuccessful of


In case that the shareholding and management restructuring is not success, the Shareholding and

Management Restructuring Plan will be canceled and the Company will not become the major shareholder of

TIP and the Company’s securities will not be listed on the SET. Meanwhile, TIP’s securities will still be listed

on the SET. As a result, the Company’s financial position and operating performance will not change from its current status.

4.1.2 Impacts on the financial position and operating performance of TIP

Financial position and operating performance based on current financial statements of TIP

In accordance with the Shareholding and Management Restructuring Plan, the Company will make

a tender offer for all securities of TIP, by issuing and offering newly issued securities of the Company in

exchange for the securities of TIP which are held by the shareholders of TIP. Under the Shareholding and

Management Restructuring Plan, there will be no impact on TIP’s financial position and operating performance

since it is the restructuring of shareholding and management which affect only at shareholders’ level.

However, the Company may change the group structure in the future, to adapt to the business and

legal environment, and for the best interest of shareholders. Nevertheless, if there is any action in the future,

the Company and TIP will emphasize transparency in accordance with the good corporate governance

guidelines, with due regard to compliance with laws and regulations of the SEC, the SET and other relevant

regulatory authorities.



In addition, investors can study the information of the financial position and operating performance

of TIP in Section 1 Part 3.15 Financial Information and Section 1 Part 3.16 Management Discussion and

Analysis in the registration statement for securities offering together with tender offer for the securities

(Form 69/247-1).

Impacts from the restructuring on TIP’s financial position and operating performance based on the

financial statements of TIP upon the successful of shareholding and management restructuring

Accounting impact on the consolidated financial statements of TIP

Under the Shareholding and Management Restructuring Plan, there will be no impact on the financial

position of TIP since it is the shareholding and management restructuring which affect only at shareholders’

level.

Taxation impact

Under the shareholding and management restructuring, there will be no tax impact to TIP since it is

the restructuring which affect only at shareholders’ level. However, after the delisting of ordinary shares of TIP

from the SET, TIP may be affected by the indirect tax impact since TIP will not receive any tax privileges as

the listed companies may receive in the future (if any).


financial statements of TIP upon the unsuccessful of shareholding and management restructuring


Management Restructuring Plan will be canceled and the shareholders of TIP will still hold TIP’s share. TIP’s

securities will still be listed on the SET and the financial position and operating performance based on the

financial statements of TIP will not changes from its current status.

4.1.3 Other impacts on the shareholders of TIP

The impacts on the shareholders of TIP can be categorized into 2 groups including the group of

shareholders who choose to exchange their shares and the group of shareholders choose not to exchange

their shares as the following details:

Shareholders of TIP who choose to exchange TIP’s share for the Company’s share


TIP, there will be no impact to the shareholders of TIP, since after the shareholding and management

restructuring, the shareholders of TIP will become the shareholders of the Company which will still operate

under the same scope of business operation, financial position, and operating performance as TIP prior to the

shareholding and management restructuring, as the Company has not yet started its new business.




of TIP, the Company will recognize the financial performance of TIP in proportion to its shareholding while the

newly issued shares of the Company will be proportionately decrease.

In addition, there will be no tax obligation to TIP resulting from the share swap transactions.

Nonetheless, the tax obligation of shareholders resulting from the share swap transactions, under which

shareholders will transfer their shares in TIP to the Company and received shares of the Company in return at

the ratio of one ordinary share of TIP per one newly issued share of the Company, will be in accordance with

the Revenue Code.

If the shareholding and management restructuring is success, the shareholders of TIP will become

the shareholders of the Company, therefore they will not be able to directly exercise their voting rights as a

shareholder in the matters relating to TIP. However, the Company has already set a mechanism for the

operational governance through the Article of Association of the Company and its subsidiary, Governance and

Management of Subsidiaries and Associated Companies Policy, and other related policies in order for the

Company to be able to fully govern TIP and its subsidiaries and/or the associates in the future. Pursuant to the

Extraordinary General Meetings of Shareholders No.1/2020 of TIP on 1 September 2019, TIP had already

approved the amendment of its Article of Association to accommodate the aforementioned governance

guidelines.

In addition, the SET will accept the ordinary shares of the Company to become listed on the SET

in place of the ordinary shares of TIP that will be delisted from the SET on the same day on the conditions

that the Company shall meet the criteria for listing of ordinary shares as listed securities, including the number

of ordinary shares of TIP held by the Company after the completion of tender offer will cause TIP to become

a subsidiary that operates core business of the Company pursuant to the rules prescribed in the regulation of

the SET Re: Listing of Ordinary Shares or Preferred Shares as Listed Securities B.E. 2558 (2015), including

any amendment thereto.

Shareholders of TIP who choose not to exchange TIP’s share for the Company’s share

Although the Company is desirous for the Shareholding and Management Restructuring Plan to

successfully achieve the maximum benefit whereby all shareholders of TIP shall become the shareholders of

the Company and will exercise its best endeavor to urge the Shareholding and Management Restructuring

Plan to become successful, the shareholders of TIP have the option as to whether or not to accept this tender

offer. In case that the SET accept the ordinary shares of the Company to become listed on the SET in place

of the ordinary shares of TIP that will be delisted from the SET, shareholders who choose not to exchange

their shares will still be the shareholders of TIP. If the Company can acquire TIP’s share less than 100 percent,

shareholders who choose not to exchange their shares may be affects as follows:

(1) TIP’s shares will have no reference market price. Shareholders who choose not to exchange

their shares will suffer from a lack of trading liquidity, and the opportunity to receive a capital

gain from trading these shares will be limited.



(2) When share in TIP are sold, individual shareholders will be subject to capital gain tax that is

exempted when the shares are listed securities on the SET. Furthermore, individual and juristic

person will be subject to stamp duty on the sale of these shares, which is exempted when the

shares are listed securities on the SET and have Thailand Securities Depository Co., Ltd. as

the registrar.

(3) Shareholders will have less access to news or information of TIP, compared to when these

shares are listed securities on the SET.

Nonetheless, after this shareholding and management restructuring, TIP’s information

disclosure may become part of the Company’s information disclosure as a subsidiary which

operates the core business of the Company. Moreover, TIP is still the public limited company,

therefore the shareholders of TIP will still able to receive the news and information that TIP

shall disclose according to the Public Limited Companies Act, B.E. 2535 (1992) (as amended)

including information disclose in the shareholder’s meeting and the annual report of TIP that

will be distributed to the shareholders on an annual basis. The shareholders can also request

for a copy of important corporate documents of TIP including affidavit, list of shareholders, and

financial statements from the Department of Business Development, Ministry of Commerce.

(4) In case the Company starts a new business, shareholders who choose not to exchange their

shares will not have an opportunity to receive the dividends from the operating results of the

new business.

(5) If the Company can acquire 50 percent or more of the total issued and paid-up shares of TIP,

the Company will assume control and has the decision-making power in various matters which

required a resolution from the shareholder’s meeting with a majority vote. Also, if the Company

can acquire 75 percent or more of the total issued and paid-up shares of TIP, the Company will

assume control and has the decision-making power in almost all matters, whereby other

shareholders of TIP will not have enough votes to counterbalance any agendas brought forward

by the Company.

(Please see the details in Enclosure 4.1 - Opinion of the Board of Director of TIPH)



Table 1 - Summary table of the significant impacts to the financial position and performance of the Company

Remark: This table illustrates the significant impact to the Company’s financial position and performance from the shareholding

and management restructuring in case that the Company can acquire 100 percent of TIP’s share in comparison with

in case that the Company can acquire 75 percent and exclude any expenses that might occurred from the

shareholding and management restructuring.

Table 2 – The pro-forma financial information

Since the Company is a public limited company that was incorporated to accommodate the

Shareholding and Management Restructuring Plan as a holding company which upon the completion of the

tender offer, the Company will have TIP as one subsidiary which operate the core business, and the

consolidated financial statements of the Company will be similar to the consolidated financial statements of

TIP. Therefore, the following illustrated financial information is the pro-forma financial information of the

Company and its subsidiary prepared by the management of the Company, which is prepared under the accounting practice for business combination of entities under common control that reflects the Company’s 12-

month operating performance and includes TIP’s 12-month operating performance (From 1 January 2019 until

31 December 2019) as if the Company’s was incorporated and was a shareholder of TIP since 1 January 2019 for the preliminary consideration of the shareholders of TIP. In addition, the pro-forma financial statement was

prepared under the assumptions that the Company can acquire 100 percent and 75 percent of TIP’s share

respectively for the purpose of accommodating the shareholders to clearly understand the preliminary impacts

after shareholding and management restructuring.

Nonetheless, the pro-forma consolidated financial information post the shareholding and management

restructuring is prepared only for the consideration of shareholders of TIP in conjunction with the registration

Unit: THB million

(Unless specified otherwise)

100 percent acquisition 75 percent acquisition

2018 2019 2020 2018 2019 2020

Net profit (loss) attributable to the

parent company

1,531 1,863 2,065 1,148 1,397 1,549

Weighted average number of shares (million shares)

489.04 600 600 366.78 450 450

Earnings (loss) per share (baht) 3.13 3.11 3.44 3.13 3.11 3.44

Assets 44,961 40,900 44,472 44,961 40,900 44,472

Liabilities 37,288 32,543 36,029 37,288 32,543 36,029

Issued and paid-up share capital 600 600 600 600 600 600

Number of share at the end of

accounting period (million shares) 600 600 600 600 600 600

Equity attributable to owners of the

Company 7,673 8,357 8,443 5,754 6,268 6,332

Non-controlling interest - - - 1,919 2,089 2,111

Total equity 7,673 8,357 8,443 7,673 8,357 8,443

Book value (THB/share) 12.79 13.93 14.07 12.79 13.93 14.07



statement for securities offering together with tender offer for the securities (Form 69/247-1), therefore, shall

not be used as a reference for any other purposes. The pro-forma consolidated financial information is prepared

based on the current information and have not been audited by the auditor. In case there is any significantly

changes in the factors that may affect the operation, it might impact the actual performance to deviate

significantly. Also, the assumptions for the pro-forma consolidated financial statements are not assurances of

the operating performance nor future events. Investors should consider information in this part in conjunction

with information in other parts in making decisions.

Pro-Forma Statement of Comprehensive Income

Pro-Forma Statement of


(THB million)

For the fiscal year ended on 31 Dec 100 percent acquisition 75 percent acquisition

2019 2020 2019 2020

Revenues

Premium written 21,846.25 25,398.53 21,846.25 25,398.53

Less Ceded premium (15,315.36) (17,728.01) (15,315.36) (17,728.01)

Net premium written 6,530.89 7,670.52 6,530.89 7,670.52

Less Increase (decrease) in unearned

premium reserves

(911.24) (97.18) (911.24) (97.18)

Net premium earned 5,619.65 7,573.34 5,619.65 7,573.34

Fee and commission income 3,827.49 4,362.29 3,827.49 4,362.29

Net income on investments 724.86 568.67 724.86 568.67

Gains on investments 281.98 186.00 281.98 186.00

Gains on the revaluation of

investments - 0.0006 - 0.0006

Other income 92.11 50.57 92.11 50.57

Total revenues 10,546.09 12,740.87 10,546.09 12,740.87

Expenses


adjustment expenses 8,688.19 13,413.70 8,688.19 13,413.70


adjustment expenses recovery

(5,783.99) (9,195.82) (5,783.99) (9,195.82)

Commission and brokerage expenses 2,225.88 2,236.61 2,225.88 2,236.61

Other underwriting expenses 1,298.12 1,528.80 1,298.12 1,528.80

Operating expenses 1,879.25 2,202.59 1,879.25 2,202.59

Net impairment losses on financial

assets - (0.11) - (0.11)

Operating expenses of the Company 60.00 60.00 60.00 60.00





(THB million)


2019 2020 2019 2020

Total expenses 8,367.45 10,245.99 8,367.45 10,245.99

Profit before income tax 2,178.64 2,494.87 2,178.64 2,494.87

Income tax expense (375.45) (490.00) (375.45) (490.00)

Net profit 1,803.19 2,004.87 1,803.19 2,004.87

Share of profit (loss)

- Attributable to the shareholders of the Company

1,803.19 2,004.87 1,337.39 1,488.66

- Attributable to the non-controlling interest

- - 465.80 516.22

Pro-Forma Statement of Financial Position


Financial Position

(THB million)


2019 2020 2019 2020

Assets

Cash and cash equivalents 1,768.36 3,652.67 1,768.36 3,652.67

Net premium receivables 4,063.19 3,611.06 4,063.19 3,611.06

Accrued investment income 41.17 38.32 41.17 38.32

Net reinsurance assets 12,597.34 15,520.84 12,597.34 15,520.84

Net amounts due from reinsurance 2,977.90 3,174.24 2,977.90 3,174.24

Invested assets

Net investments in securities 13,833.62 12,871.29 13,833.62 12,871.29

Net investment properties 158.09 154.38 158.09 154.38

Net property, plant and equipment 1,494.48 1,527.38 1,494.48 1,527.38

Net intangible assets 61.44 59.89 61.44 59.89

Deferred tax assets 857.60 1,120.54 857.60 1,120.54

Net prepaid reinsurance premiums 1,231.29 781.75 1,231.29 781.75

Prepaid commissions 1,176.07 895.78 1,176.07 895.78

Other assets 579.76 944.09 579.76 944.09

Total Assets 40,840.31 44,352.23 40,840.31 44,352.23

Liabilities

Income tax payables 144.47 137.61 144.47 137.61




Financial Position

(THB million)


2019 2020 2019 2020

Insurance contract liabilities 17,701.42 21,444.62 17,701.42 21,444.62

Due to reinsurers 5,237.29 5,750.24 5,237.29 5,750.24

Accrued commission expenses 671.56 788.53 671.56 788.53

Premium received in advance 7,239.87 5,925.99 7,239.87 5,925.99

Premium suspense accounts 55.29 92.95 55.29 92.95

Employee benefit obligations 416.59 489.37 416.59 489.37

Other liabilities 1,076.26 1,399.74 1,076.26 1,399.74

Total liabilities 32,542.75 36,029.05 32,542.75 36,029.05

Equity

Share capital


Ordinary shares, 600,000,000 shares paid-up THB 1 each

600.00 600.00


450.00 450.00

Premium on ordinary shares 904.00 904.00 678.00 678.00

Retained earnings 7,712.96 8,724.74 5,769.72 6,202.43

Other components of equity (919.40) (1,905.56) (689.55) (1,429.19)

Non-controlling Interests - - 2,089.39 2,110.79

Total equity 8,297.56 8,323.18 8,297.56 8,323.18

Total liabilities and equity 40,840.31 44,352.23 40,840.31 44,352.23

Key assumptions for the preparation of pro-forma consolidated financial information

1. Assume that share swap between the Company and TIP occurred on 1 January 2019.

2. The Company recorded the investment in TIP with the book value of TIP as at 31 December 2018

(100 percent and 75 percent for case 1 and case 2, respectively).

3. Paid-up capital of the pro-forma separate financial information of the Company.

3.1. In case that all of the shareholders of TIP exchange TIP’s share for the Company’s share, the

paid-up capital of the Company will be equivalent to the paid-up capital of TIP prior to the

shareholding and management restructuring which is 600 million shares at THB 1.00 each.

3.2. In case that 75 percent of the shareholders of TIP exchange TIP’s share for the Company’s

share, the paid-up capital for this case will be 450 million shares at THB 1.00 each.



4. Premium on ordinary shares of the pro-forma separate financial information of the Company will be

equal to the difference between the amount of investment of the Company and the amount of

paid-up capital of the Company for both case 1 and case 2.

5. Operating expenses of the Company at the initial stage are at the amount of THB 60 million per

year which comprises of remuneration and bonus of directors, salaries and employee benefits, other

operating expenses, and auditor fees (estimated from the expenses obligation that the Company

has to pay after the Company has its own business operation upon the completion of shareholding

and management restructuring).

6. The Company’s source of revenue at the initial stage after the shareholding and management

restructuring comes only from the dividend income from TIP.

7. The Company will not have corporate income tax burden on the dividend income received from TIP

under the assumption that payee (In this case is the Company) is the listed company and has held

TIP’s share for not less than 3 months before and will still hold TIP’s shares for not less than 3

months after receiving dividend as specified by the laws.



4.2 Opinion of the Board of Director of TIP

The Board of Directors of Dhipaya Insurance Public Company Limited considered the opinion of the

Board of Directors of Dhipaya Group Holdings Public Company Limited regarding the impact on the financial

position and operating performance of Dhipaya Group Holdings Public Company Limited, the impact on the

financial position and operating performance of Dhipaya Insurance Public Company Limited and other impacts

to the shareholders of Dhipaya Insurance Public Company Limited, and deemed that the opinion of the Board

of Directors of Dhipaya Group Holdings Public Company Limited is appropriate and also certify that such

opinion is accurate and complete in all material aspects and there is no concealment of other material

information which may impact the decisions of the shareholders of Dhipaya Insurance Public Company Limited.

In addition, the Board of Directors of Dhipaya Insurance Public Company Limited considered the

opinion of Capital Advantage Company Limited as an independent financial advisor and distributed the opinions

of the independent financial advisors together with the shareholder’s meeting invitation as an information for

the consideration of shareholders at the shareholder’s meeting of Dhipaya Insurance Public Company Limited.

The independent financial advisor opined that the transaction according to the Shareholding and Management

Restructuring Plan and delisting the securities of TIP from listed securities are reasonable, the swap ratio and

swap price are appropriate, and the shareholders should approve the Shareholding and Management

Restructuring Plan and delisting the securities of TIP from listed securities including the acceptance of the

tender offer.

(Please see the details in Enclosure 4.2 - Opinion of the Board of Director of the TIP)



4.3 Opinion of the Financial Advisor on the Appropriateness of the Shareholding and

Management Restructuring Plan

Finansa Securities Limited as a financial advisor opines that the Shareholding and Management

Restructuring Plan of TIP including the delisting of TIP’s share from the SET, which is the procedure under the

Shareholding and Management Restructuring Plan of TIP in order to list the Company’s share on the SET in

place of TIP’s shares, are appropriate since such procedures will help TIP to be able to efficiently proceed with

its strategic plan. In addition, the company group will be able to increase the business competitiveness, flexibility

for business expansion, and reduce investment constraints as well as explicitly limit and manage business

risks. Moreover, this will enhance efficiency and flexibility of the organization’s management structure to be

suitable for the operations of respective business groups.

Financial advisor views that the swap ratio at one ordinary share of TIP per one ordinary share of

the Company is the appropriate swap ratio and causes no disadvantages to shareholders. Since after the

shareholding and management restructuring, the Company will have similar financial position and operating

performance to TIP’s and the shares of the Company and TIP will have equivalent privileges both in the form

of dividend and voting rights in material agendas regarding business operation.

Based on all of the above reasons, financial advisor views that the shareholders of TIP should

accept this tender offer. Nevertheless, whether or not to accept this tender offer based on judgement of the

shareholders. Shareholders should consider all information that is a part of Form 69/247-1 as well as other

information used in preparing this opinion of the financial advisor and must consider thoroughly prior to making

decisions.

(Please see the details in Enclosure 5 - Opinion of the Financial Advisor on the Appropriateness of the

Shareholding and Management Restructuring Plan)


Section 1 Part 5 Page 1

5. Other Important Information

-None-

Part 2

Details of the Tender Offer and Other References



1. Details of the Tender Offer

(This Tender Offer and the Tender Offer period are final and will not be amended)

1.1 Details of the offered securities together with the Tender Offer

The Company has the intention to offer for sale of the newly issued ordinary shares of the Company

in exchange for the ordinary shares of TIP according to the Shareholding and Management Restructuring Plan

of TIP, which has been approved by the Extraordinary General Meeting of Shareholders No. 1/2020 of TIP

held on 1 September 2020 with 99.8386 percent votes, which is not less than three-quarters of the total votes

cast by the shareholders attending the meeting and being entitled to vote. According to the aforementioned

Shareholding and Management Restructuring Plan, the Company will offer for sale of the newly issued

securities of the Company in exchange for all securities of TIP through the tender offer at the swap ratio of 1:1

which in this case means one newly issued share of the Company per one ordinary share of TIP. The share

swap price1 shall be the equal to the cost of existing shares in TIP of the respective shareholders. Upon the

completion of the Tender Offer, the ordinary shares of the Company will be listed on the Stock Exchange of

Thailand (the “SET”) in place of the ordinary shares of TIP which will be delisted from the SET on the same

day.

1.1.1 Significant details of the offered securities

Offeror’s name Dhipaya Group Holdings Public Company Limited

Offeror’s address 1115 Rama III Rd., Chong Nonsi, Yannawa, Bangkok 10120 Type of securities Newly issued shares of the Company Amount of offered securities Offering of up to 600,000,000 of the newly issued shares of the Company in

exchange for all securities of TIP through the tender offer at the swap ratio of

one newly issued share of the Company per one ordinary share of TIP

Par value THB 1 per share Share swap price1 The cost of existing shares in TIP of the respective shareholders

1.1.2 Rights, benefits and other conditions

The newly issued shares of the Company have equal rights and legal benefits as the issued and

paid-up ordinary shares of the Company. The characteristics of the newly issued shares offered for sale on

1 The share swap price for the purpose of the accounting treatment for each shareholder may be different, which will be in accordance with

the accounting treatment and accounting standard applied to such shareholder. Since the share swap price is only for the accounting

treatment purpose and under the internal accounting operation of each shareholder and its auditor, which will have no impact to the swap

ratio of 1:1 and to other shareholders. Moreover, such operation does not oppose the proceeding of the Shareholding and Management

Restructuring Plan of TIP, which has been approved by the Extraordinary General Meeting of Shareholders No.1/2020 and is complied with

relevant laws and accounting standards that are applied to each shareholder. Therefore, GSB will treat the item in accordance with internal

accounting operation of GSB, applying the closing price of TIP’s ordinary shares in the SET in the last day of the Tender Offer period as the

share swap price only for the accounting treatment purpose.



this transaction are consistent with the existing shares of TIP that the Company wishes to make the tender

offer. In addition, the rights that the Company’s shareholders are entitled to receive shall not be inferior to the

existing rights that TIP’s shareholders who choose to exchange their TIP’s shares through the tender offer

previously received.

1.1.3 Secondary market for the offered securities

The Company will have all the issued and paid-up ordinary shares of the Company been listed on

the SET. However, the offering for sale of the newly issued shares of the Company for this share swap

transaction will be made before the acknowledgement of the SET’s consideration result on the approval of the

ordinary share to be listed securities on the SET. TIP has previously requested for preliminary approval from

the SET regarding the shareholding and management restructuring, which includes the application for listing of

the securities of the Company on the SET in place of the securities of TIP, and the Company has already

received the written preliminary approval from the SET No. BorChor. 170/2021 dated 22 April 2021.The SET

will consider the approval for the listing of ordinary shares of the Company in place of the ordinary shares of

TIP upon the completion of tender offer and when the Company is qualified with all the criteria for accepting

ordinary shares to be listed securities. Subsequently, the ordinary shares of the Company will be listed

securities in place of the ordinary shares of TIP.

1.1.4 Restrictions on transfer of the offered securities

The ordinary shares of the Company which have been applied for listing on the SET have no

restriction on transfer except for the case that will cause the foreign ownership of the Company to exceed 49

percent of the issued and paid-up capital of the Company as specified in the current Article of Association of

the Company.

1.1.5 Determination of the share swap price

The share swap price will be equal to the cost of existing shares in TIP of the respective

shareholders.

1.1.6 Price of ordinary shares in the secondary market

-None-

1.1.7 Subscription, offering, and allocation

1.1.7.1 Offering for sale procedure

This offering for sale of the newly issue shares of the Company will not process through the

underwriter, since the offering for sale of the newly issued shares of the Company is the form of payment to

TIP’s shareholders who accept the tender offer for the ordinary shares of TIP according to the Shareholding

and Management Restructuring Plan.



Offering for sale expenses

Estimated expenses for the offering for sale of the newly issued shares (excluding VAT)

Fees on the application for the offering for sale of newly issued shares THB 300,000

Fees on the filing of registration statement for the offering for sale of securities(1) THB 4,121,129 Fees on the capital increase registration THB 300,000 Fees for the listing application THB 50,000 Prospectus publishing, Tender Offer documents publishing, other documents

publishing expenses and other expenses; for instance, advertising expenses and

public relation expenses, etc

THB Approx.

1,400,000

Total THB Approx.

6,171,129

Note: (1) Fee estimated by using the weighted average of the closing price of TIP shares during 28 May 2021-

4 June 2021

1.1.8 Request for the prospectus, Tender Offer Acceptance and Share Subscription Form

The Company will send the prospectus, Tender Offer Acceptance Form of TIP and Share

Subscription Form of the Company to TIP’s shareholders according to shareholders’ list as at 9 June 2021.

TIP’s shareholders can request for such documents from the Tender Offer Agent as stated in Part 1.2 from the

day after the registration statement for the securities offering together with tender offer for the securities become

effective.

In addition, TIP’s shareholders can download the prospectus which has the same information as the

prospectus that the Company submitted to the Securities and Exchange Commission (the “SEC”) from the

SEC website at www.sec.or.th, in order to study for the details of this offering for sale of the newly issued

shares together with the tender offer for the securities.

1.1.9 Securities allotment details

TIP’s shareholders who choose to sell the ordinary shares of TIP through this tender offer will be

entitled for rights to subscribe for the newly issued shares of the Company at the swap ratio of one ordinary

share of TIP per one newly issued share of the Company.

1.1.10 Other Information

-None-



1.2 Details of the Tender Offer Agent

Name Finansia Syrus Securities Public Company Limited (“FSS”) Address 7th floor, Mint Tower, 719, Banthadthong Rd., Wangmai, Pathumwan,

Bangkok 10330

Telephone no. 66 (0) 2680 0843

Contact Khun Chulakull Phumon

The Company, as the Tender Offeror, has appointed the Tender Offer Agent which is FSS, to be

responsible for the custody of securities that TIP’s shareholders acceptted to sell through the tender offer. The

Tender Offer Agent shall keep such securities in the account which is segregated from the accounts that keep

the Tender Offer Agent’s assets and the Tender Offeror’s assets. FSS will completely transfer the securities of

the Offeree to the Tender Offeror within the following business day after the date that Tender Offeror make the

payment for the securities of the Offeree.



1.3 Procedure for Accepting the Tender Offer

Shareholders of TIP who wish to totally or partially sell TIP’s securities (the “Offeree”) has to perform

the following procedures:

1.3.1 Read the “Procedure for Tender Offer Acceptance of Dhipaya Insurance Public Company Limited

and Share Subscription of Dhipaya Group Holdings Public Company Limited” in Enclosure 7.1 for shareholder and Enclosure 8. 1 for NVDR holder thoroughly and provide information in “Forms

for Tender Offer Acceptance of Dhipaya Insurance Public Company Limited and Share

Subscription of Dhipaya Group Holdings Public Company Limited” in Enclosure 7.2 for

shareholder or “ Forms for Tender Offer Acceptance of NVDR of Dhipaya Insurance Public

Company Limited and Subscription for NVDR of Dhipaya Group Holdings Public Company

Limited” in Enclosure 8. 2 for NVDR holder (as the case may be) completely and accurately along

with the Offeree signature.

Note

a. The Offeree who wish to sell NVDR of TIP will receive NVDR of the Tender Offeror in exchange.

b. The Offeree must convert the nationality of the securities to match with the nationality of the holder before

transferring to the Tender Offer Agent. The Tender Offer Agent will not accept the securities from the Offeree with

mismatch nationalities.

1.3.2 Please enclose the following supporting documents together with the Tender Offer

Acceptance Form:

1.3.2.1 In case of share certificate

The share certificate must be endorsed by the signature of the Offeree in the column headed

"signature of the transferor" on the back of the share certificate accurately and completely with two

copies of the duly signed documents mentioned in part 1 .3 .2 .3 as the case may be. The certified

signature of the Offeree on the back of the share certificate and on all of the supporting documents

must be identical.

In this regard, the Tender Offer Agent would like to ask for the cooperation of the Offeree to submit

the Forms for Tender Offer Acceptance of Dhipaya Insurance Public Company Limited and Share

Subscription of Dhipaya Group Holdings Public Company Limited (the “Tender Offer Acceptance

Form”) as mentioned in Part 1.3.1 and the supporting documents as mentioned in part 1.3.2 within

25 August 2021 (or at least 2 business days prior to the last day of the Tender Offer period) to

ensure the adequate amount of time for processing the share certificates, since the Tender Offer

Agent must verify and deposit the share certificates with “Thailand Securities Depository Company

Limited” (the “TSD”), who is the securities registrar. In case that the TSD rejects the deposit of the

share certificate, the Tender Offer Agent will contact the Offeree for returning the share certificates.



In case that the prefix name, the name, or the surname of the Offeree shown on the share

certificate are different from the prefix name, the name, or the surname of the Offeree shown

on the ID Card or Civil Servant ID Card or State Enterprise Employee Card or alien certificate

or passport, the Offeree must complete the form “Amending Securities Holder Records” of

the TSD in Enclosure 10 and attach the copy of the evidence of such amendments issued by

the government authority with certified true copy. New information must be matched with the

information on the ID Card, Civil Servant ID Card or State Enterprise Employee Card or alien

certificate or passport ( the securities holders can download such form from the TSD’s website

at www.set.or.th/tsd/th/tsd.html)

In case that the Offeree is an administrator, the Offeree must submit a certified copy of the

court order appointed the Offeree as the administrator which was issued for no longer than 6

months prior to the last day of the Tender Offer Period, a certified copy of death certificate, a

certified copy of the administrator’s ID Card, and a certified copy of House Registration of the

administrator, and share certificate endorsed by the administrator.

In case the Offeree is minor, the guardian (father and mother) must endorse the shares

certificate and attach a certified copy of the guardian’s ID Card and a certified copy of House

Registration of the guardian and the minor.

In case that the share certificate is lost, the Offeree will need to contact the TSD in order to

issue new share certificate for the offering for sale through the Tender Offer Agent. Since the

share certificate issuance takes approximately 2 weeks to process, the Offeree should contact

the TSD for at least 2 weeks prior to the last day of the Tender Offer period.

Remark: In case that the Offeree wishes to sell securities in the form of share certificates,

the Tender Offer Acceptance Form shall be completed once the share certificates are

verified and deposited with the TSD. In case that the TSD rejects the deposit of share

certificates, the Tender Offer Agent will contact the Offeree for returning the share

certificates.

1.3.2.2 In case of scripless shares (including domestic shares, foreign shares and NVDR)

The Offeree shall contact and notify the brokerage company that the Offeree deposits the tendered

shares in the trading account and attach a set of supporting documents of the Offeree as mentioned

in Part 1.3.2 as the cases may be to notify the intention to transfer shares into the following accounts:

Account name: “Finansia Syrus Securities Public Company Limited for Tender Offer” Account number: 924-000000012-4



1.3.2.3 Identification Enclosure of the Offeree

(a) Thai Individual

A certified copy of valid ID Card or Civil Servant ID Card or State Enterprise Employee Card

(in case of providing a copy of permanent ID Card, a copy of Civil Servant ID Card, or a copy

of State Enterprise Employee Card, attach a certified copy of House Registration including the

page that contains the name of the Offeree and 13 digits of ID number). The signatures

appreared on the certified documents as mentioned and the signatures on other documents

relating to the tender offer must be identical.

( In case that the Offeree is minor, the guardians (father and mother) must attach the consent

letter and a certified copy of ID Card or other proof of identification of the guardians and a

certified copy of House Registration of the guardians and the minor)

(b) Foreign Individual

A certified copy of the valid alien certificate or valid passport. The signatures appreared on the

certified documents as mentioned and the signatures on other documents relating to the tender

offer must be identical.

(c) Thai Juristic Person

A copy of Affidavit, issued by the Ministry of Commerce for no longer than 6 months prior to

the last day of the Tender Offer Period, certified true copy by the authorized signatory(ies) of

the juristic person together with the company seal (if any), with a certified copy of the valid ID

Card, Civil Servant ID Card, or State Enterprise Employee Card of the authorized signatory(ies)

(in case of providing a copy of permanent ID Card, a copy of Civil Servant ID Card, a copy of

State Enterprise Employee Card, attach a certified copy of House Registration including the

page that contains the name of the Offeree and 13 digits of ID number). In case that the

authorized director is a foreign person, the valid alien certificate or valid passport which certified

by the authorized person is required. The signatures appreared on the certified documents as

mentioned and the signatures on other documents relating to the tender offer must be identical.

(d) Foreign Juristic Person

A copy of the certificate of incorporation, the memorandum of association and the affidavit

issued by the officer of the juristic person or the government authority of the country where the

juristic person is domiciled, which certified the name of the juristic person and authorized person,

the location of head office, authorization and conditions of signing to bind the organization,

issued for no longer than 6 months prior to the last day of the Tender Offer period; all such

documents must be certified by the authorized signatory(ies) of the juristic person with the

company seal (if any), and attach proof of identification documents of the authorized person

with certified by the authorized signatory(ies) as mentioned in Section 1.3.2.3 (a) or (b), as the

cases may be.



All the aforementioned certified documents must be certified by the notary public officer with

the notary public officer stamp and authenticated by the Royal Thai Embassy or Royal Thai

consulate in the country where the documents are prepared or certified. The certification for

such documents has to be issued for no longer than more than 6 months prior to the last day

of the Tender Offer period.

Since the share swap price1 will be equal to the cost of existing shares in TIP of the respective

shareholders, therefore, in case the Offeree is a Foreign Juristic Person and does not conduct

business in Thailand and is domiciled in a country that does not have a double taxation treaty

with Thailand or is domiciled in a country that has a double taxation treaty with Thailand but

such treaty does not exempt any withholding tax on capital gain on sales of shares in Thailand,

the Offeree does not require to declare the cost of tendered securities.

1.3.2.4 In case that the Offeree cannot submit the Tender Offer Acceptance Form by him/herself, please

complete a power of attorney document in Enclosure 7.3 for Shareholder or in Enclosure 8.3 for

NVDR holder with a stamp duty affixed and enclose the certified identification documents of the

attorney-in-fact as mentioned in Part 1.3.2.3, as the cases may be.

In case of the Power of Attorney is given to a custodian to act on behalf of the Offeree, a copy of

the Power of Attorney document of the custodian is required whereby the document as mentioned

in Part 1.3.1 and 1.3.2 will be signed by the custodian along with the document specifying the

authorized person of such custodian and a certified true copy of identification documents as

mentioned in Part 1.3.2.3 of such authorized person.

1.3.2.5 Other documents as may be requested by the Tender Offer Agent. Should there be any questions

regarding the Tender Offer Acceptance Procedure, please contact:

Khun Chulakull Phumon

Finansia Syrus Securities Public Company Limited

Custodian Department

7th floor, Mint Tower, 719, Banthadthong Rd., Wangmai, Pathumwan, Bangkok, 10330

Telephone: 66 (0) 2680 0843

1.3.3 Acceptance procedure of the Tender Offer

1.3.3.1 In case of share certificates, the Offeree shall complete and submit the Tender Offer Acceptance

Form according to Part 1.3.1 together with 2 copies of the Enclosures as mentioned in Part 1.3.2 to

the Tender Offer Agent’s office on business day from 24 June 2021 to 30 August 2021 from 9.00

a.m. to 4.00 p.m. The Offeree has to endorse the share certificate by signature in the column headed "signature of

the transferor" at the back of the certificate and attach the Enclosures according to Part 1.3.2, as



the case may be. The certified signatory of Offeree on the back of the share certificate and every

other enclosure must be identical. The Offeree has to submit the Tender Offer Acceptance Form

according to Part 1.3.1 and Part 1.3.2 within 4.00 p.m. of 30 August 2021

In this regard, the Tender Offer Agent would like to ask for the cooperation of the Offeree to submit

the Tender Offer Acceptance Form as mentioned in Part 1 . 3 . 1 and the supporting documents as

mentioned in part 1.3.2 within 25 August 2021 (or at least 2 business days prior to the last day of

the Tender Offer Period) to ensure the adequate amount of time for processing the share certificates,

since the Tender Offer Agent must verify and deposit the share certificates with “Thailand Securities

Depository Company Limited” (the “TSD”), who is the securities registrar. In case that the TSD

rejects the deposit of the share certificate, the Tender Offer Agent will contact the Offeree to collect

the returning the share certificates from the Tender Offer Agent at the address below:

Khun Chulakull Phumon



7th floor, Mint Tower, 719, Banthadthong Rd., Wangmai, Pathumwan, Bangkok, 10330

Telephone: 02-680-0843

The Tender Offer Agent will not accept documents sent by post.

1.3.3.2 In case of scripless shares ( including both domestic shares and foreign shares) The Offeree

can submit the Tender Offer Acceptance form as stated in 1.3.1 and a set of supporting documents

as stated in 1.3.2 to the brokerage company that the Offeree has trading account within the date

specified by the brokerage company, in order that the brokerage company can collect and deliver

Tender Offer Acceptance Form and the supporting documents to the Tender Offer Agent within the

Tender Offer Period.

1.3.3.3 In case of NVDR the Offeree has to follow the Tender Offer Acceptance and Subscription

Procedures (NVDR) as stated in the Enclosure 8.1. In practice, in case of NVDR, there is a

procedure to transform NVDR to scripless shares before selling to the Tender Offer Agent. The

Tender Offer Agent cannot purchase NVDR if the NVDR holders did not transform NVDR to scripless

shares within the Tender Offer Period. Therefore, for the benefit of NVDR holders to be able to sell

NVDR within the Tender Offer Period, NVDR holders should submit the Tender Offer Acceptance

Form as stated in Part 1.3.1 and the Enclosures as stated in Part 1.3.2 within 25 August 2021, (at

least 2 business days prior to the last day of the Tender Offer Period).

1.3.4 In case that the ordinary shares or NVDR are under pledge or any other encumbrances, the Offeree

must completely release the pledge or encumbrances before accepting the Tender Offer and

complying with Part 1.3.1 to 1.3.3 above.



1.3.5 Since the share swap price1 will be equal to the cost of existing shares in TIP of the respective

shareholders, therefore, in case the Offeree is a Foreign Juristic Person and does not conduct

business in Thailand and is domiciled in a country that does not have a double taxation treaty with

Thailand or is domiciled in a country that has a double taxation treaty with Thailand but such treaty

does not exempt any withholding tax on capital gain on sales of shares in Thailand, the Offeree

does not require to declare the cost of tendered securities.

1.3.6 In case that the Offeree does not comply with Tender Offer Acceptance Procedures or the

documents for the Tender Offer are incorrect or incomplete, the Tender Offer Agent reserves the

rights to reject the Tender Offer Acceptance Form based on the Tender Offer Agent’s discretion.

Moreover, the Company or the Tender Offer Agent has the rights to amend the details of the Tender

Offer procedures mentioned in this document as considered suitable if there is any problem, obstacle

or procedures restriction, in order to fairly facilitate and provide assistance to the Offeree.



1.4 Tender Offer Period and Procedure for Securities Delivery and Payment

1.4.1 Period for delivery of the securities

From 9.00 a.m. to 4.00 p.m. of business days from 24 June 2021 to 30 August 2021, totaling 45

business days. The stated Tender Offer Period is final and will not be amended.

1.4.2 Procedures for payment and delivery of the securities

1.4.2.1 In case the Offeree wishes to receive share certificate in the name of the Offeree (Scrip System) The TSD will deliver the share certificates according to the amount of allotted shares received to

the Offeree by registered mail to the address specified in the subscription form within 15 business

days from the last day of the Tender Offer Period. In this case, the Offeree will not be able to sell

their shares received from the allotment in the SET until they receive share certificates, which maybe

later than the date that the Company’s ordinary shares commence trading on the SET.

1.4.2.2 In case the Offeree wishes not to receive the share certificates but wishes to use the services

of the TSD (Scripless System)

In case the Offeree has a trading account

The Offeree can deposit the allotted shares with the brokerage company that the Offeree has trading

account. The Company will deposit the allotted shares with the TSD and the TSD will record the

number of ordinary shares that such brokerage company deposited and submitted the proof of

deposit to the Offeree within 7 business days after the last day of the Tender Offer Period.

Simultaneously, the brokerage company will record the amount of shares that the Offeree deposited

in his/her account.

In this case, the Offeree name must match with the name of the securities trading account that the

Offeree wishes to deposit the Company’s shares in such trading account, otherwise will be issue as

share certificate for the Offeree.

In the case that the Offeree does not have a trading account

The Offeree can deposit the allotted shares in the name the TSD by deposit those shares in the

Issuer Account number 600. In this case, the Company will deposit such shares with “Thailand

Securities Depository Company Limited” within 7 business days after the last day of Tender Offer

Period. Nonetheless, if the Offeree wishes to withdraw shares from the Issuer Account number 600,

the Offeree can contact the TSD and has to pay fee as specified by the TSD.

In case that the Offeree wishes to deposit ordinary shares in the Issuer Account number 600 on the

Offeree behalf, please provide information in Enclosure 7.4 “U.S. Indicia Checklist (only for those

who prefer to deposit securities into the Issuer Account)” for individual and juristic person and

Enclosure 7.5 “Entity Status Certification and Information Disclosure Consent Form under



FATCA (only for juristic person)” only for juristic person and cerfity such documents to be deliver

to the TSD (the Company reserves the right not to deposit securities in the Issuer Account number

600 on the Offeree behalf in case that the required information are not provided or there are any

indiations that the Offeree may be a U.S. Person, will be issued as share certificate in the name of

Offeree instead.

If the Offeree does not selectively choose either cases in the Tender Offer Acceptance Form, the

Company reserves the rights to issued share certificate for the Offeree instead.

1.4.2.3 In case of NVDR holders

NVDR holders (both individual and juristic person) of TIP will receive the NVDR of the ordinary

shares of the Company as compensation for the acceptance of the Tender Offer. Thai NVDR

Company Limted will facilitate the delivery of the securities via the TSD.



1.5 Tender Offer Cancellation Procedures

1.5.1 The Offeree can cancel the tender offer acceptance during the hours of 9.00 a.m. to 4.00 p.m. on

any business days between 24 June 2021 and 21 July 2021 or within the first 20 business days of

the Tender Offer Period (the “Tender Offer Cancellation Period”).

1.5.2 Tender Offer Cancellation Procedures

1.5.2.1 Read “Tender Offer Cancellation Procedures for Dhipaya Insurance Public Company Limited

and Share Subscription for Dhipaya Group Holdings Public Company Limited” in Enclosure

9.1. carefully and fill in the information in “Tender Offer Cancellation Form for Dhipaya Insurance

Public Company Limited and Share Subscription for Dhipaya Group Holdings Public Company

Limited” in Enclosure 9.2 clearly, accurately, and completely and have the Forms signed by the

Offeree.

1.5.2.2 Ensure that the following documents are attached with the Tender Offer Cancellation Form for

Dhipaya Insurance Public Company Limited and Share Subscription for Dhipaya Group Holdings

Public Company Limited (the “Tender Offer Cancellation Form”)

(1) Tender Offer Acceptance Form and share certificate receipt that were issued by the Tender

Offer Agent, or share transfer certificates via the TSD or securities transfer certificates for NVDR

holders that were issued by the brokerage company that the Offeree has trading account.

(2) Proof of identification. In the case that the Offeree is:

(a) Thai Individual

A certified copy of valid ID Card, Civil Servant ID Card, or State Enterprise Employee Card

(in case of providing a copy of permanent ID Card, a copy of Civil Servant ID Card, or a

copy of State Enterprise Employee Card, attach a certified copy of House Registration

including the page contain the name of the Offeree and 13 digits of ID number). The

signatures appreared on the certified documents as mentioned and the signatures on other

documents relating to the tender offer must be identical.

( In case that the Offeree is minor, the guardians (father and mother) must attach the

consent letter and a certified copy of ID Cards or other proof of identification of the

guardians with a certified copy of House Registration of the guardians and the minor)



(b) Foreign Individual

A certified copy of the valid alien certificate or valid passport. The signatures appreared on

the certified documents as mentioned and the signatures on other documents relating to

the tender offer must be identical.

(c) Thai Juristic Person

A copy of Affidavit, issued by the Ministry of Commerce for no longer than 6 months prior

to the last day of the Tender Offer Period, which has been certified true copy by the

authorized signatory(ies) of the juristic person together with the company seal (if any), with

a certified copy of valid ID Card, Civil Servant ID Card, or State Enterprise Employee Card

of the authorized signatory(ies) (in case of providing a copy of permanent ID Card or a

copy of Civil Servant ID Card or a copy of State Enterprise Employee Card, attach a certified

copy of House Registration including the page that contains the name of the Offeree and

13 digits of ID number). In case that the authorized director is a foreign person, the valid

alien certificate or valid passport which certified by the authorized person is required. The

signatures appreared on the certified documents as mentioned and the signatures on other

documents relating to the tender offer must be identical.

(d) Foreign juristic person

A copy of the certificate of incorporation, the memorandum of association, and the affidavit

issued by the officer of the juristic person or the government authority of the country where

the juristic person is domiciled, in which, certified with the name of the juristic person and

authorized person, the location of head office, authorization and conditions of signing to

bine the organization, issued for no longer than 6 months prior to the last day of the Tender

Offer Period; all such documents must be certified by the authorized signatory(ies) of the

juristic person with the company seal (if any), and attach the proof of identification of the

authorized person certified by the authorized signatory(ies) as mentioned in Section 1.3.2.4

(a) or (b), as the cases may be.

All the aforementioned certified documents must be certified by the notary public officer

with the notary public officer stamp and authenticated by the Royal Thai Embassy or Royal

Thai consulate in the country where the documents are prepared or certified. The

certification for such documents has to be issued for no longer than more than 6 months

prior to the last day of the Tender Offer Period.

(3) In case that the Offeree cannot submit the Form by him/herself, please complete a Power of

Attorney for the Cancellation of Tender Offer and Share Subscription as enclosed in

Enclosure 9.3 with a stamp duty affixed and enclose the certified identification documents of

the attorney-in-fact as mentioned in Part 1.5.2.2 as the cases may be.



1.5.2.3 Submit the completed Tender Offer Cancellation Form together with the enclosures as mentioned

in Part 1.5.2 to the Tender Offer Agent’s office as mentioned in Part 1.3.3.1.

The tender offer agent will not accept documents sent by post.

1.5.2.4 After the Tender Offer Agent receives the complete Tender Offer Cancellation Form and the

enclosures as mentioned in Part 1.5.2 within the Tender Offer Cancellation Period, the Tender Offer

Agent will proceed as follows:

In case that the Offeree wishes to receive share certificate in return: The Tender Offer Agent will

return the share certificates to the Offeree who cancels the tender offer within the following business

day after the Tender Offer Cancellation Form submission. The Offeree or the attorney-in-fact shall

collect the share certificates at the Tender Offer Agent’s office.

In case that the Offeree wishes to receive shares via the TSD (for transferring shares to the

brokerage company that the Offeree has trading account): The Offeree who cancels the Tender

Offer must pay the transferable fee of shares or NVDR at the amount of THB 100 for each

transaction and will receive the shares or NVDR as the cases may be in return via the TSD scripless

system to the trading account specified in the Tender Offer Cancellation Form within the following

business day after the Offeree or the attorney-in-fact cancel the Tender Offer of shares or NVDR.

Note: Receiving shares in script or scripless system will be in accordance with the format as the

securities that the Offeree offered for sale through the Tender Offer. The Offeree who cancel the

Tender Offer Acceptance cannot change the format of such securities.

1.5.3 Tender Offer Cancellation Conditions

The Company (Tender Offeror) reserves the rights to cancel the Tender Offer upon the occurrence

of event or action as follows:

1) Any events or actions occurring after the acceptance of the Tender Offer by the SEC but before

the end of the tender offer period, which cause or may cause severe damage to the status or

assets of TIP, whereby such events or actions are not the result of the Company’s action or

actions for which the Company is responsible or

2) TIP engages in any actions after the acceptance of the Tender Offer by the SEC but before the

end of the tender offer period, that cause a dramatic decrease in the share value of TIP resulting

in the failure to achieve the objectives of the shareholding and management restructuring.

In case of Tender Offer Cancellation, the Company will submit the cancellation notification letter with

reasons to all TIP’s shareholders according to the latest shareholders name list within the following

business day after the last day that SEC may object to the Tender Offer Cancellation (within 3

business days from the notification of the Tender Offer Cancellation to the SEC) and the Tender



Offeror will also notify the Tender Offer Cancellation with reasons through the SET, in order that the

Offeree, whose name is not in such shareholders’ name list, can have another channel to follow up

the relevant news through the SET.

Nonetheless, the Company will let the Tender Offer Agent proceed as follows:

In case that the Offeree has a trading account

The Tender Offer Agent will transfer the ordinary shares or NVDR via the TSD to the Offeree’s

account as specified in the Tender Offer Acceptance Form, which shall be deposited with the brokerage

company that the Offeree has a trading account within the following business day after the Company notifies

the Tender Offer Cancellation.

In case that the Offeree does not have a trading account and transferred their shares into share certificates

In case that there is Tender Offer Cancellation, the Tender Offeror will let the Tender Offer Agent

return share certificates to the Offeree. The Offeree can collect share certificates at the following address below from the hours of 9.00 a.m. – 4.00 p.m. on any business day from the following business day after the day that

the Tender Offeror notifies the Tender Offer Cancellation. The Offeree has to comply with the procedures set

by the Tender Offer Agent and are responsible for all the expenses that arise from returning share certificates.

The share certificates issuance takes at least 14 days.



7th floor, Mint Tower, 719, Banthadthong Rd.,

Wangmai, Pathumwan, Bangkok 10330

Contact: Khun Chulakull Phumon

Telephone: 66 (0) 2680 0843

Note: The return of shares in script or scripless system will be in accordance with the form of the

securities that the Offeree offered for sale through the Tender Offer. The Offeree cannot change the format of

such securities.



1.6 Calculation of the Swap Ratio

According to the Shareholding and Management Restructuring Plan, the swap ratio is 1:1, which in

this case means one newly issue share of the Company per one ordinary share of TIP which derives in the

case that:

(a) If the Company can acquire 100 percent of the total issued and paid-up capital of TIP, the

financial position and operating performance of the Company and its subsidiaries will be similar

to the financial position and operating performance of TIP prior to the shareholding and

management restructuring (not including fees and expenses that may arise from the

shareholding and management restructuring) and;

(b) The same listed securities status for the ordinary shares of the Company and the ordinary

shares of TIP prior to the shareholding and management restructuring and; (c) The ordinary shares of the Company will be in accordance with the existing shares of TIP that

the Company intended to acquire and the entitled rights for the Company’s shareholders will

not be inferior to the entitled rights that TIP’s existing shareholders previously received.

Therefore, with the equivalent entitled rights, conditions of the securities and value of the ordinary

shares of both companies, the swap ratio is determined to be 1 to 1.

Moreover, the share swap price of TIP’s ordinary shares1 will be equal to the cost of existing shares

in TIP of the respective shareholders.



2. Resolutions of the Shareholders’ Meeting The Extraordinary General Meeting of Shareholders No. 1/2020 of TIP on 1 September 2020 has

approved the Shareholding and Management Restructuring Plan of TIP and other related proceedings with

99.8386% votes, which is not less than three-quarters of the total votes cast by the shareholders attending the

meeting and being entitled to vote, which are the shareholding and management restructuring of TIP, the

incorporation of the holding company to accommodate the shareholding and management restructuring, the

delisting of shares of TIP from the SET to be in line with the Shareholding and Management Restructuring

Plan, the amendment to TIP’s Articles of Association to be consistent with the Shareholding and Management

Restructuring Plan, and the delegation of authority pertaining to aforementioned the shareholding and


The Board of Directors Meeting No. 1/2020 on 31 July 2020 and the Extraordinary General Meeting

of Shareholders No. 1/2020 on 21 August 2020 of the Company have approved the resolutions to increase its

registered capital, allocation of the ordinary shares of the Company for the offering for sale of the newly issued

securities of the Company, listing the ordinary shares of the Company on the SET, and the delegation of

authority in accordance with such proceedings.



2.3 Timetable

15 July 2020 A board of directors meeting of TIP resolved to approve:

1. the Shareholding and Management Restructuring Plan; and

2. the delisting of shares in TIP from the SET.

16 July 2020 TIP sought the SET’s preliminary approval for:


2. the listing of newly issued shares in the Company on the SET in place of

the existing shares in TIP.

31 July 2020 TIP arranged to establish the holding company as a public limited company under

the name “Dhipaya Group Holdings Public Company Limited” in order to operate

businesses under the Shareholding and Management Restructuring Plan. The

Holding Company’s initial registered capital was THB 10,000 consisting of 10,000

ordinary shares with a par value of THB 1 each.

21 August 2020 A shareholder meeting of the Company considered and approved the increase of

its registered capital, and the offering of its newly issued ordinary shares in

exchange for ordinary shares in TIP, subject to approval of the Shareholding and

Management Restructuring Plan by a shareholders meeting of TIP

1 September 2020 TIP, jointly with its independent financial advisor, conducted a presentation in

Extraordinary General Meeting of Shareholders No. 1/2020 to provide opinions on

the delisting of shares from the SET according to the conditions specified in the

SET Regulations re: Delisting of Securities, B.E. 2542 (1999) (BorJor./Por. 01-00),

as amended.

A shareholders meeting of TIP approved:


2. the delisting of shares in the Company from the SET according to the

Shareholding and Management Restructuring Plan.

1 September 2020 TIP filed an application to delist its ordinary shares from the SET

22 April 2021 SET preliminary approved the Shareholding and Management Restructuring Plan

of TIP as mentioned in SET’s letter no. Bor.Jor. 170/2564



7 May 2021

The Company submits the application and draft Registration Statement for

Securities Offering together with Tender Offer for the Securities (Form 69/247-1) to

the Office of the SEC

Within

June 2021

The Company submits Registration Statement for Securities Offering together with

Tender Offer for the Securities (Form 69/247-1) to the Office of the SEC

Within

August 2021

The Company makes a tender offer for all ordinary shares of TIP, with payment of

the price thereof in form of its newly issued ordinary shares of the Company based

on a swap ratio of 1 ordinary share of TIP per 1 newly issued ordinary share of the

Company

If the Company can acquire all shares, its shareholding structure will be the same

as the existing shareholding structure of TIP in all aspects.

Within

September 2021

The Company files a report on the tender offer results, and an application to the

SET to list its ordinary shares on the SET.

Within

September 2021

The Company registers the increase of its paid-up capital resulting form the share

swap in the tender offer with the Ministry of Commerce.

The listing of shares in the Company on the SET, and the delisting of shares in TIP

from the SET, are completed.

The change of shareholders is reported to the OIC.



2.4 Other References

2.4.1 Registrar

Upon the completion of the tender offer, the Company will appoint Thailand Securities Depository

Co., Ltd. as the registrar of the Company’s ordinary shares

Name Thailand Securities Depository Co., Ltd.

Address 93 Ratchadapisek, Road Dindang, Bangkok 10400

Telephone No. 66 (0) 2009 9000

Facsimile No. 66 (0) 2009 9001

2.4.2 Auditor

Name PricewaterhouseCoopers ABAS Ltd.

Address 15th Floor, Bangkok City Tower, 179/74-80 North Sathorn Road, Sathorn, Bangkok

Thailand 10120

Telephone No. 66 (0) 2844 1000

Facsimile No. 66 (0) 2286 5050

Name and registration

number of auditors Mr. Paiboon Tunkoon (Certified Public Accountant No. 4298)

Miss Sakuna Yamsakul (Certified Public Accountant No. 4906)

Miss Sinsiri Thangsombat (Certified Public Accountant No. 7352)

2.4.3 Legal Advisor

Name Baker & Mckenzie Ltd.

Address 25th Floor, Abdulrahim Place, 990 Rama IV Road, Bangkok Thailand 10500

Telephone No. 66 (0) 2636 2000

Facsimile No. 66 (0) 2636 2111

2.4.4 Financial Advisor

Name Finansa Securities Ltd.

Address 20th Floor, Tisco Tower, 48/45 North Sathorn Road, Bangkok Thailand 10500

Telephone No. 66 (0) 2697 3800

Facsimile No. 66 (0) 2697 0301

2.4.5 Advisor or manager under contract agreement

-None-

Section 3

Certification of the Accuracy of Information


Section 3 Page 1


1. Certification of the Accuracy of Information by the securities issuer

1.1 Executive directors and the chief financial officer (or equivalent)

As an executive director or the chief financial officer (or equivalent) of the securities issuer, I have

duly reviewed the information contained in this registration statement for securities offering together with tender

offer for the securities (Form 69/247-1). I hereby certify that the aforementioned document contains complete

and accurate information, does not contain any false or misleading statement in materiality or omission of any

material statement that ought to be declared. I also certify further that:

1) The financial statements and financial information disclosed in the registration statement for

securities offering together with tender offer for the securities are complete and accurate and

represent material information regarding financial position, operating results and cash flow of the

Company and its subsidiaries. 2) I am responsible for setting up of the Company’s disclosure system to ensure that the Company

completely disclosed accurate material information of the Company and its subsidiaries as well as

monitored the implementation of the system.

3) I am responsible for setting up and monitor the implementation of the Company’s internal control

system. I have reported the latest result of internal control assessment to the Company’s auditor

and Audit Committee. The assessment covers weakness of internal control system, major changes

made to the internal control system, as well as wrongful conduct that may affect the preparation of

financial reports of the Company and its subsidiaries.

Name Position Signature

1. General Somchai Dhanarajata Director / Chairman of Executive Director

General Somchai Dhanarajata

2. Miss Wilaiwan Kanjanakanti Director / Executive Director Miss Wilaiwan Kanjanakanti

3. Mr. Vitai Ratanakorn Director / Executive Director Mr. Vitai Ratanakorn

4. Mr. Somporn Suebthawilkul Director / Executive Director / Chief

Executive Officer

Mr. Somporn Suebthawilkul

5. Mrs. Sujinna Meksakul Assistant Chief Executive Officer Accounting and Finance

Department and Human Resource

and Administration Department

Mrs. Sujinna Meksakul


Section 3 Page 2


1. Certification of the Accuracy of Information by the securities issuer

1.2 Directors of the securities issuer other than those specified in 1.1

As a director of the securities issuer other than specified in 1.1, I have duly reviewed the information

contained in this registration statement for securities offering together with tender offer for the securities (Form

69/247-1). I hereby have no reasonable ground to suspect that all of the aforementioned documents either

contain any false or misleading statement in materiality or omission of any material statement that ought to be

declared.


1. Mr. Somchainuk Engtrakul Chairman Mr. Somchainuk Engtrakul

2. Mr. Prasit Damrongchai Deputy Chairman / Independent Director /

Chairman of Audit Committee

Mr. Prasit Damrongchai

3. Mr. Prapas Kong-Ied Independent Director /

Audit Committee Mr. Prapas Kong-Ied

4. Mrs. Pankanitta Boonkrong Independent Director /

Audit Committee Mrs. Pankanitta Boonkrong

5. Mr. Sima Simananta Independent Director Mr. Sima Simananta

6. Mrs. Nattachavi

Thoonsaengngam Independent Director Mrs. Nattachavi

Thoonsaengngam

7. Mr. Watana Kanlanan Director Mr. Watana Kanlanan

8. Mr. Suratun Kongton Director Mr. Suratun Kongton

9. Mr. Jessada Promjart Director Mr. Jessada Promjart

10. Mr. Luechai Chaiparinya Director Mr. Luechai Chaiparinya


Section 3 Page 3


2. Certification of the Accuracy of Information by an offeree company

As the director or the chief financial officer (or equivalent) of the offeree company, I have duly

reviewed the information contained in this registration statement for securities offering together with tender offer

for the securities (Form 69/247-1). I hereby have no reasonable ground to suspect that all of the aforementioned

documents either contain any false or misleading statement in materiality or omission of any material statement

that ought to be declared.


1. Mr. Somchainuk Engtrakul Chairman / Non-Executive Director

Mr. Somchainuk Engtrakul

2. Mr. Prasit Damrongchai Deputy Chairman / Independent Director /

Chairman of Audit Committee

Mr. Prasit Damrongchai

3. Mr. Prapas Kong-Ied Independent Director /

Audit Committee

Mr. Prapas Kong-Ied

4. Mrs. Pankanitta Boonkrong Independent Director /

Audit Committee

Mrs. Pankanitta Boonkrong

5. Mr. Sima Simananta Independent Director Mr. Sima Simananta

6. General Somchai Dhanarajata Director General Somchai Dhanarajata

7. Mr. Watana Kanlanan Director Mr. Watana Kanlanan

8. Mr. Suratun Kongton Director Mr. Suratun Kongton

9. Mr. Vitai Ratanakorn Director Mr. Vitai Ratanakorn

10. Mr. Jessada Promjart Director Mr. Jessada Promjart

11. Miss Wilaiwan Kanjanakanti Director Miss Wilaiwan Kanjanakanti

12. Mr. Luechai Chaiparinya Director Mr. Luechai Chaiparinya

13. Mr. Somporn Suebthawilkul Managing Director / Director Mr. Somporn Suebthawilkul

14. Mrs. Sujinna Meksakul Assistant Managing Director

Accounting and Finance

Department

Mrs. Sujinna Meksakul


Section 3 Page 4


3. Certification of the Accuracy of Information by Financial Advisor

Finansa Securities Limited, as a financial advisor of the securities issuer and/or an offeree company,

hereby certify that I have duly reviewed the information contained in this registration statement for securities

offering together with tender offer for the securities (Form 69/247-1). I hereby certify that the aforementioned

document contains complete and accurate information, does not contain any false or misleading statement in

materiality or omission of any material statement that ought to be declared.


Mr. Kittipong Lertvanangkul President Mr. Kittipong Lertvanangkul

Enclosure 1 Details of Directors, Management,

Controlling Person and Company Secretary of

Dhipaya Group Holdings Public Company Limited and Dhipaya Insurance Public Company Limited

[ Dhipaya Group Holdings Public Company Limited

Enclosure 1 Details of Directors, Management and Controlling person and Company Secretary of the Company and TIP Page 1

Details of Directors, Management and Controlling Person of the Company and TIP are as follows:

Name/Position Age (years) Education

Share holding

(%)

Family

Relationship

among

Management

Work experience Criminal

record for

the past 10

years Period Position Company Name

1. Mr. Somchainuk Engtrakul

Chairman / Director of the

Company and;

Chairman and Non - Executive Director of TIP

76 1. Ph.D. (Honorary Degree) in Public

Administration, Sripatum University

2. Bachelor of Laws, Sripatum University 3. Bachelor of Arts in Economics, Upsala

College, USA

Certifications

1. Certificate, National Defense College of

Thailand (Class 35), the National

Defense College

2. The Role of Chairman Program (RCP

9/2006), Thai Institute of Directors

Association

3. Director Accreditation Program (DAP


Association

None None 2020 - Present

1995 - Present

2008 - Present

2008 – Present

2004 - Present

2000 - Present

2000 – Present

2015 - 2017

2004 - 2008

2000 - 2004

Chairman / Director

Chairman / Non - Executive

Director

Chairman

Chairman

Chairman /

Independent

Director

Director Director

Chairman

Chairman

Permanent Secretary

Dhipaya Group Holdings Public

Company Limited

Dhipaya Insurance Public Company

Limited

Energy Absolute Public Company

Limited

Vejthani Public Company Limited Major Cineplex Group Public

Company Limited

Siam Piwat Company Limited Siam Piwat Holding Company

Limited

Nok Airlines Public Company

Limited

TMB Bank Public Company Limited

Ministry of Finance

None




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10


2. Mr. Prasit Damrongchai

Independent Director / Deputy Chairman / Chairman of Audit Committee of the

Company and TIP

80

1 Ph.D. in Political Science, University of

Oklahoma, USA (The Civil Service

Commission Scholarship) 2. Master of Public Administration, Kent

State University, USA (The Civil Service

Commission Scholarship) 3. Master of Development Administration

(Second Honor), National Institute of

Development Administration (NIDA) 4. Bachelor of Laws, Ramkhamhaeng

University

5. Bachelor of Education (Honor), Burapha

University

Certifications 1. Certificate, National Defense College of


Defense College

2. Director Accreditation Program

(DAP 25/2004), Thai Institute of

Directors Association

3. Director Certification Program

(DCP 91/2007), Thai Institute of


None

None

2020 - Present

2012 - Present

2006 - Present

2005 - 2006

2004 - 2006

1997-1999

Independent

Director / Deputy Chairman / Chairman of Audit

Committee

Independent

Director / Deputy

Chairman / Chairman of Audit

Committee

Independent

Director / Chairman

of Nomination,

Compensation and

Corporate

Governance

Committee

Director / Executive

Director


Director

Permanent

Secretary


Company Limited


Limited

Industrial and Commercial Bank of

China (Thai) Public Company

Limited

Thai Airways International Public

Company Limited

Krungthai Bank Public Company

Limited The Prime Minister’s Office

None




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10


4 The Role of Chairman Program

(RCP 15/2007), Thai Institute of

Directors Association 5. Advanced Audit Committee Program

(AACP 9/2012), Thai Institute of


6. Audit Committee Program

(ACP 40/2012), Thai Institute of

Directors Association 7. Monitoring Fraud Risk Management

Program (MFM 8/2012), Thai Institute of


8. Monitoring the Internal Audit Function

Program (MIA 13/2012), Thai Institute of


9. Monitoring the Quality of Financial

Reporting Program (MFR 16/2012), Thai

Institute of Directors Association

10. Monitoring the System of Internal

Control and Risk Management Program (MIR 13/2012), Thai Institute of Directors

Association

1999 - 2004

1993 - 1997

Member of the

National Anti-Corruption

Commission

Secretary General

Office of the National Anti-Corruption Commission (NACC)

Office of the Counter Corruption

Commission




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10


3. Mr. Sima Simananta

Independent Director / Chairman of Nomination,

Remuneration and Human

Resource Management

Committee of the

Company and TIP

76

1. Master of Science in Political Science,

Utah State University, USA

2. Bachelor of Science in Political Science

(International and Deplomatics),

Chulalongkorn University

Certifications

1. Certificate of Public Law, Thammasat

University



Defense College




4. Finance for Non-Finance Director

(FND 28/2006), Thai Institute of


5. Role of the Compensation Committee

(RCC 18/2008), Thai Institute of


6. Top Executive Program, Capital Market

Academy (CMA), (Class 6)


2012 - Present

2003 - Present 2019 - Present

2008 - Present

2008 - Present

2014 - 2019

2008 - 2021

Independent

Director / Chairman

of Nomination,

Remuneration and

Human Resource

Management

Committee

Independent

Director / Chairman

of Nomination,

Remuneration and

Human Resource

Management

Committee

Councilor

Vice President

Vice Chairman

Director

Member of National

Legislative

Assembly

Civil Service

Commissioner


Company Limited


Limited

Office of the Council of State

Ethical Standards Committee

Foundation for a Clean and

Transparent Thailand

Dhurakij Pundit University Council

The Parliament

Office of the Civil Service

Commission

None




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10


7. Ethical Leadership Program

(ELP 18/2020), Thai Institute of Directors Association

2015 - 2019

2011 - 2017

2006 – 2009

2003 - 2005

Audit Committee,

Social Security Fund

Commissioner,

Parliamentary

Officials

Commission

Director

Secretary – General

Ministry of Labour

The Parliament

Krungthai Bank Public Company

Limited

Office of the Civil Service

Commission

4. Mrs. Pankanitta

Boonkrong

Independent Director / Audit Committee of the

Company and TIP

64 1. Doctor of Philosophy Program in Good

Governance Development,

Chandrakasem Rajabhat University

2. Master of Science in Accounting, Thammasat University

3. Bachelor of Business Administration in

Accounting, Thammasat University

Certifications 1. Advance Audit Committee Program



2. Board Matters & Trends (BMT 1/2016), Thai Institute of Directors Association


2020 - Present

2016 - Present

2017 - 2020

2015 - 2019

Independent

Director /

Audit Committee

Independent

Director / Audit

Committee

Chairman

Independent

Director / Audit

Committee

Sub-Committee of

Monetary, Banking,

Financial


Company Limited


Limited

Islamic Bank Asset Management

Company Limited

BCPG Public Company Limited

The National Legislative Assembly

None




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10


3. Director Certification Program (DCP 72/2006), Thai Institute of


4. Audit Committee Program (ACP 24/2008), Thai Institute of


5. Monitoring the System of Internal Control

and Risk Management (MIR 15/2013), Thai Institute of Directors Association

6. Role of the Chairman Program (RCP


Association

7. Role of the Nomination and Governance

Committee (RNG 8/2016), Thai Institute

of Directors Association

8. Public Director Institute Class 3 (PDI), King Prajadhipok’s Institute

9. Government Administration and Public

Laws Program, King Prajadhipok’s Institute (Class 6)

2014 - 2017

2014 - 2016

2015 - 2016

Institutions and

Capital Market

Director / Chairman

of Corporate

Governance

Committee

Director / Chairman of Executive Director

Inspector General


Limited

The Small and Medium Enterprise

Development Bank of Thailand

Siam City Bank Public Company

Limited




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10


10. National Defense for Government Sector, Private Sector and Political Program (Class 5), Thailand

National Defense College, National

Defense Studies Institute

11. The Executive Program in Energy

Literacy for a Sustainable Future TEA Class 5, Thailand Energy Academy

12. Inspector general 2016, Office of the Permanent Secretary, Prime Minister Office and Office of the Civil

Service Commission

5. Mr. Prapas Kong-Ied

Independent Director / Chairman of Corporate

Governance Committee / Audit Committee of the

Company and TIP

59 1. International Tax Program Certificate and

Master of Laws (ITP/LL.M.), Harvard Law School, Harvard University,

Massachusetts, USA

2. Barrister-at-Law, Institute of Legal

Education of the Thai Bar

3. Bachelor of Laws (second class honor), Ramkhamhaeng University

Certifications


Thailand (Class 56)


2020 - Present

Independent

Director / Chairman

of Corporate

Governance

Committee / Audit

Committee

Independent

Director / Chairman

of Corporate

Governance

Committee / Audit

Committee


Company limited


Limited

None




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10


2. Senior Executive Certificate in Anti-Corruption Strategic Management Class

9, Sanya Dharmasakti National Anti-Corruption Institute (SDI), the National

Anti-Corruption Commission Institute

3. National Academy Justice, Class 21,

Judicial Training Institute

4. Finance and Fiscal Management

Program For Senior Executive (FME), Class 3, the Comptroller General’s Department




6. Audit Committee Program,

(ACP 44/2013), Thai Institute of


7. Financial Institutions Governance

Program (FGP 6/2013), Thai Institute of


8. Financial Statements for Directors

(FSD 20/2013), Thai Institute of


2014 - 2020

Feb 2021 – Present

2020 - Present

2018 - Jan 2021

2018 - Jan 2021

2017 - 2020

2018 - 2019

2017 - 2018

2015 - 2018

2015 - 2018

2015 - 2017 2015 - 2017

2013 - 2015

2012 - 2015

Director / Chairman

of Corporate

Governance

Committee Comptroller-General

Audit Committee / Independent

Director

Managing Director

Director

Director

Chairman

Director

Director

Director

Member

Deputy Permanent

Secretary (High

level executive)

Chairman


Limited

Comptroller General’s Department

PTT Global Chemical Public

Company Limited

State Enterprise Policy Office

The Siam Commercial Bank Public

Company Limited

Law Reform Commission of

Thailand

National Credit Bureau Co., Ltd.

Public Debt Management Office

Government Savings Bank

Don Muang Tollway Public

Company Limited

National Reform Steering Assembly

Office of the Permanent Secretary

for Finance, Ministry of Finance

The Erawan Group Public Company

Limited




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10


9. Role of the Nomination and Governance

Committee (RNG 4/2013), Thai Institute

of Directors Association

10. Role of the Compensation Committee

(RCC 16/2013), Thai Institute of


11. Executive Program in Capital Market

(CMA Class 21), Capital Market

Academy

2001 - 2012

1998 - 2001

Legal Advisor

(Legal Officer,

Advisory Level 10) Judge of the Central

Tax Court

Judge of the

Ministry worked as

Judge of Central

Tax Court

Office of the Permanent Secretary

for Finance, Ministry of Finance

Central Tax Court

Ministry of Justice

6. General Somchai

Dhanarajata

Director / Chairman of

Executive Director / Authorized Director of the

Company and TIP under

the Articles of Association

of the Company and TIP

82 1. Joint Staff College, Royal Thai Armed Forces 2. Command and General Staff College,

Royal Thai Army

3. Royal Military Academy Sandhurst, UK

4. Eaton Hall National Service Officer

Cadet School, UK

5. Bedstone College, UK

6. Bangkok Christian College

Certifications


(DAP 64/2007), Thai Institute of Directors

Association

None Assistant

Managing

Director of TIP

Miss Nathini

Dhanarajata

(Offspring)

2020 - Present

2020 - Present

1995 – Present

2019 - Present

2008 - Present

2009 - Present

2008 - Present

Director / Chairman

of Executive Director

Director / Chairman

of Executive Director

Director

Chairman

Chairman

Director

Director


Company Limited


Limited


Limited

Bangkok Shipping and Trading

Company Limited

Teikoku Research (Thailand) Company Limited

Nanogs Company Limited

MOL Management (Thailand) Company Limited

None




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10


2. Audit Committee Program

(ACP 24/2008), Thai Institute of Directors

Association

3. Monitoring the Internal Audit Function

(MIA 4/2008), Thai Institute of Directors

Association

4. Monitoring the System of Internal Control

and Risk Management (MIR 6/2009), Thai Institute of Directors Association

7. Mr. Vitai Ratanakorn


Director of the Company

and TIP

50 1. Master of Arts (Political Economy), Chulalongkorn University

2. Master of Laws (Business Law), Chulalongkorn University

3. Master of Science (Finance), Drexel

University, U.S.A. 4. Bachelor of Arts (Economics),

Thammasat University

Certifications 1. Advanced Management Strategies for

the Prevention and Suppression

(Class 7), Office of the National


2020 - Present

2020 - Present

2020 - Present

2018 - 2020

2017 - 2018

2017 - 2018

2017 - 2018


Director


Director

President and CEO / Director

Director

Secretary-General

Director and Acting

President

Expert Committee

on Economy

Director


Company Limited


Limited


Dhipaya Life Assurance Public

Company Limited

Government Pension Fund

Isalamic Bank of Thailand

Digital Economy Promotion Agency

(Depa) Thanachart Fund Management

Company Limited

None




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10


Anti-Corruption Commission 2. The Program for Senior Executives on

Justice Administration (Class 17), Judicial Training Institute,

Court of Justice 3. Leadership Succession Program (LSP)

Class 5, Institute of Research and

Development for Public Enterprises

4. Ethical Leadership Program (ELP


Association 5. Director Certification Program Class


Directors Association 6. The Executive Program for Senior

Management (EX-PSM) (EDP 3), Fiscal Policy Research Institue

7. Financial Executive Development

Program (FINEX 17), Thai Institue of

Banking and Finance Association

8. Top Executive Program, Capital Market

Academy (CMA), Class 28

2016 - 2018

2015 - 2016

2011 - 2014

2010 - 2011

2007 - 2010

Senior Executive

Vice President,

Investment and

Financial

Management Group

Senior Executive

Vice President,

Business and Public

Sector Customers

Group

Chief Financial

Officer

Senior Vice

President Director



Nok Airlines Public Company

Limited

Charoen Pokphand Foods Public

Company Limited

Siam City Asset Management

Company Limited (Siam City Asset

Management Company Limited

renamed its company as Phatra

Asset Management Company

Limited in the present)




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10


8. Mr. Watana Kanlanan

Director / Corporate

Governance Committee / Authorized Director of the Company and TIP under

the Articles of Association


58 1. Master of Arts (Economics), Roosevelt

University, USA

2. Bachelor of Business Administration

(Marketing), Thammasat University

Certifications







3. Thailand Insurance Leadership Program

Class 5, OIC Advanced Insurance

Institute

4. CFO Academy: Advance Program

5. Professional Leader Development

Program, CLC, Singapore

6. Strategic Management Program

7. Sedgwick Diploma Course


2015 - Present

2014 - Present

2009 - 2013


Governance

Committee


Governance

Committee

Manager, Insurance

and Asset

Management

Department

Team Leader,

Insurance and Asset

Management

Department


Company Limited


Limited

PTT Public Company Limited


None




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10


9. Miss Wilaiwan Kanjanakanti


Director / Authorized


and TIP under the

Articles of Association of

the Company and TIP

54 1. Master of Science in Accounting

Information System (M.S. in AIS), Faculty of Commerce and Accountancy,


2. Bachelor of Accountancy, Faculty of

Commerce and Accountancy,


Certifications

1. Advanced Management Program 3

(AMP3), PTT Leadership and Learning

Institute (PLLI) 2. Executive Development Program (EDP

8), Ministry of Finance

3. TLCA Executive Development Program

(EDP 12), Thai Listed Companies

Association

4. Leadership Development Program (LDP-HBS) II, Harvard Business School,

Shanghai

5. Leadership Development Program (LDP) III, PTT Leadership and Learning Institute

(PLLI)


2017 - Present 2016 - Present

2017 – Present

2016 – 2020

2017 - 2020

2016 - 2017

2016

2014 - 2017


Director


Director

Assistant Managing

Director, Group

Accounting and

Tax Policy

Director

Director

Committee in Thai

Accounting

Standards - Technical

Subcommittee

Director

Manager, Treasury

Member of

Executive Board


Company Limited


Limited


PTT Green Energy Pte. Ltd. (Singapore)

PTT Oil and Retail Business

Company Limited

Federation of Accounting

Professions under the Royal

Patronage of His Majesty

the King

PTT Regional Treasury Center Pte. Ltd. PTT Public Company Limited

Federation of Accounting

Professions under the Royal

Patronage of His Majesty

the King

None




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10


6. Modern Banking Executive Development

Program (MOBEX 25) 7. Director Certification Program (DCP


Association

2014 - 2016

2012 - 2014

Manager,

Managerial

Accounting

Manager,

Accounting Policy

and System



10. Mr. Luechai Chaiparinya


Investment Committee of

the Company and TIP

63 1. Master of Business Administration,

Khonkaen University

2. Bachelor of Arts (Education), Chiang Mai

University

Certifications

1. Director Certification Program (DCP


Association

2. Digital Banking &Inspirational Leadership

3. Executive Brand Solicitation

4. Policies to prevent and resolve NPL

5. Operating System Lead and Sales CRM

6. Executive Leadership Development

Program (ELDP) 7. KTB Digital Banking Workshop

8. Proud to be a Good Leader

9. Influencer The power of change


2017 - Present

2020 - Present

2017 - Present

2016 - 2019

2019

2017 - 2018

Director / Chairman

of Investment

Committee

Director / Chairman

of Investment

Committee

Director

Chairman

Director

Director

Deputy Managing

Director –

Head of Retail

Banking Sales &

Distribution Group


Company Limited


Limited

Krungthai Asset Management Public

Company Limited

KTB Leasing Company Limited

Krungthai-AXA Life Insurance Public

Company Limited

Bank for Agriculture and Agricultural

Cooperatives

Krung Thai Bank Public Company

Limited

None




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10


10. Strategic Marketing Plan for Service

Marketing

11. Fiscal Executive Program (Class 4),

Fiscal Policy Research Institute

Foundation (FPRI)

2016 - 2017

2013 - 2016

2010 - 2013

Assistant Managing

Director – Head of

Retail Strategy

Product &

Segmentation Group

Assistant Managing

Director - Sector

Head Northern

Region Network 2 Assistant Managing

Director - Sector

Head Metropolitan

Network 1


Limited


Limited


Limited

11. Mr. Jessada Promjart

Director / Nomination,

Remuneration and

Human Resource

Management Committee


59 1. Master of Accounting, Thammasat

University

2. Bachelor of Accounting, Thammasat

University

Certifications

1. IT Governance and Cyber Resilience

Program (ITG 11/2019), Thai Institute of



2020 - Present


Remuneration and

Human Resource

Management Committee


Remuneration and

Human Resource


Company Limited


Limited

None




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10


2. Advanced Audit Committee Program,



3. Ethical Leadership Program

(ELP 5/2016), Thai Institute of Directors

Association

4. Company Secretary Program

(CSP 7/2004), Thai Institute of Directors

Association




6. Cyber Resilience Leadership Workshop,

Bank of Thailand

7. IIA International Conference in California

(Year 2019), The Institute of Internal

Auditor

8. IIA International Conference in Dubai


Auditor

9. IIA International Conference in Sydney


Auditor

2020 - Present

2020 - Present

2020 - Present

2020 - Present

2019 - Present

2019 - Present

2018 - Present

2017 - Present

2015 - Present

2016 - 2020

Management Committee Director / Audit

Committee

Director

Director

Member of

Subcommittee

Chairman of Audit

Committee

Member of

Subcommittee on

Capital Market

Competitiveness


Director

Member of Audit

Committee

Independent


Director

Director / Audit

Committee

Eastern Star Real Estate Public

Company Limited

Y.S.S. Marketing Company Limited

Y.S.S. Export Company Limited

Office of The National Anti - Corruption Commission AMR Asia Company Limited

The Securities and Exchange

Commission

Y.S.S (THAILAND) Company

Limited

Chulabhorn Royal Academy


Expressway Authority of Thailand




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10


10. IIA International Conference in New

York (Year 2016), The Institute of

Internal Auditor

11. Certificate of Corporate Governance for

Director and Senior Executive of State

Enterprises and Public Organization

(PDI), Class of 14, King Prajadhipok’s Institute

12. Advance Certificate Course in Public

Administration and Law for Executives,

Class of 12, King Prajadhipok’s Institute

13. Senior Executive Certificate in Anti-Corruption Strategic Management

Class 1, Sanya Dharmasakti National

Anti-Corruption Institute (SDI), the

National Anti-Corruption Commission

Institute

14. TLCA Executive Development Program

(EDP Class 9), Thai Listed Companies

Association

15. Telecommunication Management,

Faculty of Engineering, Chulalongkorn

University

2016 - 2019

2015 - 2017

Director / Audit

Committee

Independent

Director / Audit

Committee

IRPC Public Company Limited

Nation Broadcasting Corporation

Public Company Limited




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10


12. Mr. Suratun Kongton


Risk Management

Committee of the

Company and TIP

54 1. Master of Public Administration

University of Southern California, Los

Angeles, California, USA

2. Bachelor of Political Science Public

Administration (Public Finance), Chulalongkorn University

Certifications

Mr. Suratun Kongton has successfully

enrolled the training: Director Accreditation

Program (DAP) Class 184/2021, organized

by the Thai Institute of Directors (IOD). The

training will take place on 7 June 2021.


2020 - Present

2018 - Present

2018

2017 - 2018

2017 - 2018

2016 - 2017

2012 - 2016

2010 - 2012

Director / Chairman

of Risk Management

Committee

Director / Chairman

of Risk Management

Committee

Assistant Managing

Director Corporate

Banking Group 2

Head of Corporate

Banking Group

Director

Director

Head of Corporate

and Investment

Banking Group

Assistant Managing

Director and Head

of Corporate

Banking Division 2

Executive Director,

Branch Manager,


Company Limited


Limited


Limited

Bank of Ayudhya Public Company

Limited

Krungsri Securities Public Company

Limited

General Card Services Company

Limited


Limited


Limited

J.P. Morgan, Thailand

None




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10


Head of Corporate

Banking and

Treasury Services

13. Mrs. Nattachavi

Thoonsaengngam

Independent Director / Risk Management

Committee of the

Company

66 1. Master of Science, Computer Science,

Faculty of Engineering, Chulalongkorn

University

2. Bachelor of Science, Mathematics, Faculty of Science, Chulalongkorn

University

Certifications 1. Modern Insurance Management, TR

Training & Consulting Company Limited & Thammasat University

2. Management for the Boss, Management

& Psychology Institute 3. FIS for Development Institute

World Bank, Malaysia

Mrs. Nattachavi Thoonsaengngam has

successfully enrolled the training: Director

Accreditation Program (DAP Online) Class

183/2021, organized by the Thai Institute of

Directors (IOD). The training will take place

on 24 May 2021.


2015

1999 - 2015

Independent

Director / Risk

Management

Committee Director

Deputy Managing

Director


Company Limited

Thai Insurers Datanet Company

Limited

Road Accident Victims Protection

Company Limited

None




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10


14. Mr. Somporn

Suebthawilkul



Governance Committee / Risk Management

Committee / Investment

Committee / Authorized


and TIP under the

Articles of Association of

the Company and TIP

Chief Executive Officer of the Company / Managing Director of TIP

59 1. Ph.D., Public Administration,

Ramkhamhaeng University

2. Master of Arts in (Political Science), Thammasat University

3. Bachelor of Laws, Sripratum University

4. D.O.T. Class 3, Maritime Studies,

Navigation & Deck Officer, School of

Maritime Studies, Plymouth, England

5. B-TECH Diploma, Nautical Science,

Plymouth Polytechnic College, England

Certifications 1. Advance Certificate Course in Politics

and Governance in Democratic System

for Executives (Class 23), King

Prajadhipok’s Institute

2. Rule of Law for Democracy (Class 5), College of the Constitutional Court



Defense College

4. Leadership Program (Class 18), Capital

Market Academy

99.86 None 2020 - Present

2011 - Present

2012 - Present

2014 - Present

2019 - Present

Chief Executive

Officer / Director / Executive Director / Corporate

Governance

Committee / Risk

Management


Committee

Managing Director / Director / Executive


Governance

Committee / Risk

Management


Committee

Vice Chairman

President

Vice President


Company Limited


Limited

Dhipaya Life Assurance Public

Company Limited

Dhipaya Insurance Company Limited

(Lao PDR) Thai General Insurance Association

None




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10


5. Public Economic Management for High

Executive, King Prajadhipok’s Institute

(Class 6) 6. Executive Relationship Development,

Royal Thai Army (Class 14) 7. Director Certification Program



8. Mini MBA; IMDP, Faculty of Commerce

and Accountancy, Thammasat University

(Class 3) 9. General Insurance Management for

Overseas, Bowring, UK

10. Motor Insurance Executives Seminar,

Australia

11. Risk Management, India Insurance

Institute, Puna, India

2019 - Present

2019 - Present

2016 - 2020

2013 - 2020

2015 - 2019

1998 - 2010

Director

Director

President

Director

Director

Managing Director

Community And Estate Management

Company Limited

Superb Properties Company Limited

Royal Automobile Association of

Thailand


Company Limited

Human Resources Institute,

Thammasat University


Company Limited




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10


15. Mrs. Sujinna Meksakul

Assistant Chief Executive

Officer of Accounting and

Finance, and Human

Resource and

Administration of the

Company

Assistant Managing

Director of Accounting

and Finance of TIP



2. Bachelor of Accountancy, University of

the Thai Chamber of Commerce

Certifications

1. TCLA CFO Professional Development

Program (TLCA CFO CPD) 2019,

Thai Listed Companies Association

2. TLCA CFO Professional Development

Program: Update on IFRS9 and Other

New Standards, Thai Listed Companies

Association

3. TLCA CFO Professional Development

Program No. 3/2020: Related Party

Transaction and Impairment Issues,

Thai Listed Companies Association

4. E-Learning CFO Orientation (Eng

Version), Association of Thai Securities

Companies


2014 - Present

2005 - 2014

Assistant Chief

Executive Officer of

Accounting and

Finance, and Human

Resource and

Administration

Assistant Managing

Director of

Accounting and

Finance

Director of Audit

Department


Company Limited


Limited


Limited

None




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10


16. Mr. Nasis Prasertsakun

Assistant Chief Executive

Officer of Corporate

Strategy and Investment,

and Information

Technology of the

Company

Assistant Managing

Director of TIP

40 Master of Economics Program (Financial

Economics), National Institute of

Development Administration

Certifications

1. Advanced International Corporate

Finance Program, INSEAD Business

School, France

2. Advanced Asset Management Program,

INSEAD Business School, France

3. Alternative Investment Program, Harvard

Business School, USA

4. Advanced Master of Management

Program (AMM, Class 6), National

Institute of Development Administration


2017 - Present

2014 - 2017

2014

2013

2010 - 2013

Assistant Chief

Executive Officer of

Corporate Strategy

and Investment, and

Information

Technology Assistant Managing

Director / Secretary

to the Investment

Committee

Director of

Investment

Department

Assistant Vice

President

Vice President

Assistant Vice

President


Company Limited


Limited


Limited

KKTRADE Securities Company

Limited

SCB Securities Company Limited

Kiatnakin Securities Company

Limited

None




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10


17. Miss Prattana Kitpun

Senior Manager of

Accounting and Finance

Department of the

Company and TIP

37 1. Master of Accountancy (Financial

Accounting), Kasetsart University

2. Bachelor of Accountancy, Kasetsart

University


2019 - Present

2015 - 2019

Senior Manager of

Accounting and

Finance

Department Senior Manager of

Accounting

Department

Manager of

Accounting

Department


Company Limited


Limited


Limited

None

18. Mr. Prasitchai

Soontrapirom

Deputy Managing

Director of TIP

61 Bachelor of Business Administration –

Management (First Class Honors), Bangkok

University

Certifications

Thailand Insurance Leadership Program

Class 5/2015, OIC Advanced Insurance

Institute (OICAII)


2015 - Present

2011 - 2014

2003 - 2011

Director

Deputy Managing

Director Assistant Managing

Director

Assistant Managing

Director


Company Limited


Limited Dhipaya Insurance Public Company

Limited

Krungthai Panich Insurance

Company Limited

None

19. Miss Dadchanee

Srianunruksa

Deputy Managing

Director of TIP

59 Master of Business Administration,


0.01 None Jan 2021 - Present

2014 - 2020

Deputy Managing

Director

Assistant Managing

Director


Limited


Limited

None




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10


Certifications

Thailand Insurance Leadership Program

Class 9/2019, OIC Advanced Insurance

Institute (OICAII)

2005 - 2014

Director of Banking

Business 2 Department


Limited

20. Mrs. Nonglux Iamchote

Deputy Managing

Director of TIP

58 Master of Business Administration (General

Management), Srinakharinwirot University

Certifications

1. Executive Program in Good Governance

for Sustainable Development Class 6

(OPDC 1 Class 6), Office of the Public

Sector Development Commission

(OPDC) 2. Ethical Leadership Program

(ELP 9/2017), Thai Institute of Directors

Association 3. Company Secretary Program

(CSP 59/2014), Thai Institute of

Directors Association 4. Leader Succession Program (LSP)


Development for Republic Enterprises


2013 - 2019

2004 - 2013

Deputy Managing


Director

Director of Human

Resources and

Administration

Department


Limited


Limited


Limited

None




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10


5. Fundamental Practice for Corporate

Secretary (FPCS 29), Thai Listed

Companies Association

6. Reporting Program for Company

Secretary (RCS 2/2014), Thai Institute of


7. Effective Minute Talking (EMT 30/2014), Thai Institute of Directors Association

21. Mr. Pramote

Viboonkijchote

Deputy Managing

Director of TIP

59 1. Doctor of Philosophy (Good Governance

Development), Chandrakasem Rajabhat

University

2. Master of Business Administration

(Marketing), Ramkhamhaeng University

3. Master of Science, (Population and

Development), National Institute of

Development Administration

Certifications

1. Leader Succession Program (LSP) Class 5, Institute of Research and


(IRDP)

0.01 None Jan 2021 - Present

2013 - 2020

2011 - 2013

Deputy Managing

Director

Assistant Managing

Director Director of Motor

Insurance

Department and

Acting Director of

Motor Insurance

Operations

Department


Limited


Limited


Limited

None




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10



for Sustainable Development


Sector Development Commission

(OPDC)

22. Mr. Chaiyaporn

Chandaradech

Assistant Managing

Director of TIP

50 Master of Business Administration

(Marketing), Ramkhamhaeng University

Certifications

1. TOPCATS “Top Executive Program for

Creative Amazing Thai Service”, University of the Thai Chamber of

Commerce


2014 - 2017

2011 - 2014

Assistant Managing

Director

Director of Motor

Insurance Sales

Department

Senior Manager of

Motor Insurance

Operations

Department


Limited


Limited


Limited

None

23. Mr. Pollarat Ekkayokkaya

Assistant Managing

Director of TIP

40 1. Doctor of Philosophy in Finance,

University of Warwick, UK 2. Master of Science in Finance

(Distinction), University of Durham, UK

Certifications

1. Digital Economy for Management

(DE4M) Class 7/2018, Institute of


2015 - 2017

2010 - 2015

Assistant Managing

Director

Director of

Corporate Strategy

Department

Investor Relations

Manager


Limited


Limited

IRPC Public Company Limited

None




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10


Research and Development for Republic

Enterprises (IRDP) 2. Anti-Corruption: the Practical Guide

(ACPG) Class 40/2017,

Thai Institute of Directors Association

24. Miss Nathini Dhanarajata

Assistant Managing Director of TIP

42 1. Master of Commerce (Major in Financial,

Minor in Marketing), University of Sydney

2. Master of Financial Services (Major in

Insurance), University of Technology of

Sydney 3. Bachelor of Arts (Psychology),

Thammasat University Certifications

1. Thai and International Health Insurance

Perspectives, Thai General Insurance

Association

2. The Future of Health Insurance in Digital

Age, Thai General Insurance Association


2016 - 2020

2006 - 2015

Assistant Managing

Director

Director of Accident

& Health Insurance

Department Manager of

Petrochemicals &

Energy Insurance

Department


Limited


Limited


Limited

None




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10


25. Mr. Wiboon

Fuengparnitjarone

Director of Accounting

Department of TIP



2. Bachelor of Business Administration

(Accounting), King Mongkut's University

of Technology Thonburi

3. Bachelor of Economics, Sukhothai

Thammathirat Open University

Certifications

1. Board Reporting Program

(BRP 20/2016), Thai Institute of





3. Advanced Audit Committee Program



None None 2019 – Present

2016 - 2019

Director of

Accounting

Department

Director of Audit

Department


Limited


Limited

None




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10


26. Miss Srivarin Khunkitti

Director of Finance

Department of TIP

56 Bachelor of Accountancy, Kasetsart

University

Certifications

1. 2017 - Preparing for e-Tax invoice,

e-Receipt and e-Document, Thai

General Insurance Association

2. 2018 - Blockchain for insurance,

Thai General Insurance Association

3. 2019 – Accounting for Financial

Instruments and Risk Prevention, Dharmniti Seminar and Training Co., Ltd. 4. 2019 - Insurance Marketing

Expenses and Tax Planning Using

Corporate Income Tax (P.N.D.50), Thai

General Insurance Association

5. 2019 – Identity Verification Technology

in the Digital Age, Thai Institute of



Director of Finance

Department Dhipaya Insurance Public Company

Limited None




Share holding

(%)

Family

Relationship

among

Management


record for

the past 10


6. 2019 - Fintech for Banking and Finance

in the Digital Age, Thai Institute of


7. 2019 - Understand New Banking and

Financial Laws in the Digital Age

(Gen 1), Thai Institute of Banking and Finance Association

8. 2019 - Impact of IFRS17, Thai General

Insurance Association

27. Mr. Savin Wongrungrojkit

Director of Corporate

Strategy and Investment

Department of the

Company

Director of Asset

Management and

Financial Planning

Department of TIP


University of Pittsburgh, PA, USA

2. Bachelor of Accountancy, University of

the Thai Chamber of Commerce

3. Bachelor of Engineering, King Mongkut's

Institute of Technology Ladkrabang


2018 – Present

2009 - 2018

Director of

Corporate Strategy

and Investment

Department

Director of Asset

Management and

Financial Planning

Department

Department Manager


Company Limited


Limited

Charoen Pokphand Foods Public

Company Limited

None



Details of Company Secretary

Name/Position

Age (year)

Education

Share holding

(%)

Family Relations

hip among

Exectives


record for

the past 10 years

Period Position Copany Name

Mrs. Nonglux Iamchote

Company Secretary of the

Company and TIP

58 Master of Business Administration (General

Management), Srinakharinwirot University

Certifications


for Sustainable Development Class 6


Sector Development Commission (OPDC) 2. Ethical Leadership Program (ELP 9/2017),

Thai Institute of Directors Association


(CSP 59/2014), Thai Institute of Directors

Association 4. Leader Succession Program (LSP)






6. Reporting Program for Company Secretary

(RCS 2/2014), Thai Institute of Directors

Association


2013 - 2019

2004 - 2013

Deputy Managing


Director

Director of Human

Resources and

Administration

Department


Limited


Limited


Limited

None



Name/Position

Age (year)

Education

Share holding

(%)

Family Relations

hip among

Exectives


record for

the past 10 years

Period Position Copany Name

7. Effective Minute Taking (EMT 30/2014), Thai Institute of Directors Association

Enclosure 2

Detail of the Directors’ Position of Dhipaya Group

Holdings Public Company Limited and Dhipaya

Insurance Public Company Limited


Enclosure 2 Detail of the Directors’ Position of Dhipaya Group Holdings Public Company Limited and Dhipaya Insurance Public Company Limited Page 1

Table of the directors’ position of the Company and TIP

Name Position in the Company Position in TIP

1. Mr. Somchainuk Engtrakul BOD BOD(1)

2. Mr. Prasit Damrongchai BOD / ID / AC BOD / ID / AC

3. Mr. Sima Simananta BOD / ID / NRC BOD / ID / NRC

4. Ied-KongMr. Prapas BOD / ID / AC / CGC BOD / ID / AC / CGC

5. Mrs. Pankanitta Boonkrong BOD / ID / AC BOD / ID / AC

6. General Somchai Dhanarajata BOD / EXC BOD / EXC

7. Mr. Luechai Chaiparinya BOD / IC BOD / IC

8. Miss Wilaiwan Kanjanakanti BOD / EXC BOD / EXC

9. KanlananMr. Watana BOD / CGC BOD / CGC

10. Mr. Suratun Kongton BOD / RMC BOD / RMC

11. Mr. Vitai Ratanakorn BOD / EXC BOD / EXC

12. Mr. Jessada Promjart BOD / NRC BOD / NRC

13. Mr. Somporn Suebthawilkul BOD / EXC / CGC / RMC / IC BOD / EXC / CGC / RMC / IC

14. Mrs. Nattachavi Thoonsaengngam BOD / ID / RMC -

Remark: (1) Mr. Somchainuk Engtrakul holds the positions of Chairman and Non-Executive Director of TIP

BOD = Director EXC = Member of Executive Committee RMC = Member of Risk Management Committee

ID = Independent Director CGC = Member of Corporate Governance Committee IC = Member of Investment Committee

AC = Member of Audit Committee NRC = Member of Nomination, Remuneration and Human Resource Management Committee

Enclosure 3 Details of Head of Audit Department and

Head of Compliance of the Company


Enclosure 3 Details of Head of Internal Control Department and Head of Compliance of the Company Page 1

Details of Head of Audit Department

Name/Position

Age (year)

Education

Share holding

(%)

Family Relationship

among Management

Work experience Criminal record for the past 10 years Period Position Company Name

1. Miss Paichit Wongchitpaitoon

Director of Audit Department

39 - Master of Science, Corporate

Governance, Faculty of Commerce

and Accountancy, Chulalongkorn

University

- Bachelor of Accountancy, Faculty of

Business Administration,

Rajamangala University of

Technology Phra Nakhon

Certifications

1. Certified Public Accountant License (CPA)

2. Internal Auditing Education

Partnership Program (IAEP) , Chulalongkorn University

3. Mini MBA, Faculty of Commerce and

Accountancy, Chulalongkorn

University

4. Board of Director of Insurance

Company Annual Seminar 2019,

Office of Insurance Commission

None None 2020 – Present

2019 - Present

2018 - 2019

2017 - 2018

2010 - 2017

2007 - 2010

2003 - 2007



Manager of Audit

Department

Internal Audit Manager

Specialist of Audit

Department

Head of Section: International Financial

Reporting Standards (IFRS)

Assistance of Certified

Public Accountant

Dhipaya Group Holdings

Public Company Limited

Dhipaya Insurance Public

Company Limited Dhipaya Insurance Public

Company Limited

PTG Energy Public

Company Limited


Company Limited

Asia Sermkij Leasing Public

Company Limited

Dharmniti Auditing Company

Limited

None



Name/Position

Age (year)

Education

Share holding

(%)

Family Relationship

among Management


record for the past 10 years Period Position Company Name

5. Annual Seminar 2018, Institute of

Internal Auditors of Thailand

6. Business Management for Internal

Audit Seminar, Federation of

Accounting Professions

7. Internal Control in Thailand 4.0 Age

Seminar, Federation of Accounting

Professions

8. Transforming IA for the Digital Age

Seminar, Institute of Internal Auditors

of Thailand

9. Accounting in Insurance Business

according to Accounting Standard

and OIC requirements, Office of

Insurance Commission



Details of Head of Compliance

Name/Position Age (year) Education

Share holding

(%)

Family Relationship

among Management


1. Mrs. Nonglux Iamchote

Company Secretary of the

Company and TIP

58 Master of Business Administration

(General Management),

Srinakharinwirot University

Certifications 1. Executive Program in Good

Governance for Sustainable

Development Class 6

(OPDC 1 Class 6), Office of the

Public Sector Development

Commission (OPDC)

2. Ethical Leadership Program (ELP


Association


(CSP 59/2014), Thai Institute of

Directors Association 4. Leader Succession Program (LSP)


Development for Public Enterprises


2013 - 2019

2004 - 2013

Deputy Managing Director

Assistant Managing Director

Director of Human

Resources and

Administration Department


Company Limited


Company Limited


Company Limited

None



Name/Position Age (year) Education

Share holding

(%)

Family Relationship

among Management





6. Reporting Program for Company

Secretary (RCS 2/2014), Thai

Institute of Directors Association

7. Effective Minute Taking (EMT


Association

Enclosure 4

Opinion of the Board of Directors on the Impacts from

the Shareholding and Management Restructuring

4.1) Opinion of the Board of Director of TIPH

4.2) Opinion of the Board of Director of TIP

Enclosure 4.1

Opinion of the Board of Director of TIPH


Enclosure 4 Opinion of the Board of Directors on the Impacts from the Shareholding and Management Restructuring Page 1

Opinion of the Board of Director of Securities Issuer

1. Impact on financial position and operating performance of the Company

Financial position and operating performance based on current financial statements of the Company

Since the Company was incorporated on 31 July 2020 to accommodate the Shareholding and

Management Restructuring Plan of TIP and still does not hold TIP’s share, as a result, the Company currently

has no substantial financial position and operating performance.


operating performance based on the financial statements of the Company upon the successful of


Accounting impacts on the consolidated financial statements of the securities issuer

In order for the investors to clearly understand the preliminary impacts after the shareholding and

management restructuring, the Company therefore illustrates the pro-forma financial information which is

prepared under the accounting practice for business combination of entities under common control that reflects

the Company’s 12-month operating performance and includes TIP’s 12-month operating performance (From 1

January 2019 until 31 December 2019) as if the Company’s was incorporated and was a shareholder of TIP

since 1 January 2019 by providing examples for the understanding of shareholders, which can be considered

into two cases including (A) all of the shareholders of TIP exchange their shares for the Company’s shares

and (B) 75.00 percent of the shareholders of TIP exchange their shares for the Company’s shares respectively.

From the aforementioned assumptions, upon the successful of shareholding and management restructuring,

the impacts on financial position and operating performance of the Company from the shareholding and

management restructuring can be considered in 2 cases as follows:

Case 1: The Company can fully acquire 100 percent of the total issued and paid-up capital of

TIP


TIP, the financial position and operating performance of the Company and its subsidiary will have no significant

differences from the financial position and operating performance of TIP prior to the shareholding and


Case 2: The Company can acquire less than 100 percent of the total issued and paid-up capital

of TIP


of TIP, the Company will recognize the financial position and operating performance of TIP in proportion to its

shareholding in TIP. For instance, if the Company can acquire 75 percent of the total issued and paid-up capital

of TIP, the Company will recognize 75 percent of the financial position and operating performance of TIP.



(Please see the details in Table 1 - Summary table of the significant impacts on the financial position

and operating performance of the Company and Table 2 - The pro-forma financial information)

Taxation impact

This shareholding and management restructuring will not cause any tax impact to the Company

since it is the restructuring which affect only at shareholders’ level. However, after the delisting of shares of




operating performance based on the financial statements of the Company upon the unsuccessful of



Management Restructuring Plan will be canceled and the Company will not become the major shareholder of

TIP and the Company’s securities will not be listed on the SET. Meanwhile, TIP’s securities will still be listed

on the SET. As a result, the Company’s financial position and operating performance will not change from its

current status.

2. Impacts on the financial position and operating performance of TIP

Financial position and operating performance based on current financial statements of TIP


a tender offer for all securities of TIP, by issuing and offering newly issued securities of the Company in

exchange for the securities of TIP which are held by the shareholders of TIP. Under the Shareholding and

Management Restructuring Plan, there will be no impact on TIP’s financial position and operating performance

since it is the restructuring of shareholding and management which affect only at shareholders’ level.


legal environment, and for the best interest of shareholders. Nevertheless, if there is any action in the future,

the Company and TIP will emphasize transparency in accordance with the good corporate governance

guidelines, with due regard to compliance with laws and regulations of the SEC, the SET and other relevant

regulatory authorities.

In addition, investors can study the information of the financial position and operating performance

of TIP in Section 1 Part 3.15 Financial Information and Section 1 Part 3.16 Management Discussion and

Analysis in the registration statement for securities offering together with tender offer for the securities (Form 69/247-1).




financial statements of TIP upon the successful of shareholding and management restructuring

Accounting impact on the consolidated financial statements of TIP

Under the Shareholding and Management Restructuring Plan, there will be no impact on the

financial position of TIP since it is the shareholding and management restructuring which affect only at

shareholders’ level.

Taxation impact

Under the shareholding and management restructuring, there will be no tax impact to TIP since it

is the restructuring which affect only at shareholders’ level. However, after the delisting of ordinary shares of




financial statements of TIP upon the unsuccessful of shareholding and management restructuring


Management Restructuring Plan will be canceled and the shareholders of TIP will still hold TIP’s share. TIP’s

securities will still be listed on the SET and the financial position and operating performance based on the

financial statements of TIP will not changes from its current status.

3. Other impacts on the shareholders of TIP

The impacts on the shareholders of TIP can be categorized into 2 groups including the group of

shareholders who choose to exchange their shares and the group of shareholders choose not to exchange

their shares as the following details:

Shareholders of TIP who choose to exchange TIP’s share for the Company’s share


TIP, there will be no impact to the shareholders of TIP, since after the shareholding and management

restructuring, the shareholders of TIP will become the shareholders of the Company which will still operate

under the same scope of business operation, financial position, and operating performance as TIP prior to the

shareholding and management restructuring, as the Company has not yet started its new business.


of TIP, the Company will recognize the financial performance of TIP in proportion to its shareholding while the

newly issued shares of the Company will be proportionately decrease.

In addition, there will be no tax obligation to TIP resulting from the share swap transactions.

Nonetheless, the tax obligation of shareholders resulting from the share swap transactions, under which

shareholders will transfer their shares in TIP to the Company and received shares of the Company in return at



the ratio of one ordinary share of TIP per one newly issued share of the Company, will be in accordance with

the Revenue Code.


the shareholders of the Company, therefore they will not be able to directly exercise their voting rights as a

shareholder in the matters relating to TIP. However, the Company has already set a mechanism for the

operational governance through the Article of Association of the Company and its subsidiary, Governance and

Management of Subsidiaries and Associate Companies Policy, and other related policies in order for the

Company to be able to fully govern TIP and its subsidiaries and/or the associate companies in the future. Pursuant to the Extraordinary General Meetings of Shareholders No.1/2020 of TIP on 1 September 2020, TIP

had already approved the amendment of its Article of Association to accommodate the aforementioned

governance guidelines.

In addition, the SET will accept the ordinary shares of the Company to become listed on the SET

in place of the ordinary shares of TIP that will be delisted from the SET on the same day on the conditions

that the Company shall meet the criteria for listing of ordinary shares as listed securities, including the number

of ordinary shares of TIP held by the Company after the completion of tender offer will cause TIP to become

a subsidiary that operates core business of the Company pursuant to the rules prescribed in the regulation of

the SET Re: Listing of Ordinary Shares or Preferred Shares as Listed Securities B.E. 2558 (2015), including

any amendment thereto.

Moreover, the Company has prepared the article of association and policies to cover the matters as

follows:

(1) The Company shall delegate its representative directors or executives to be the directors or

executives of its subsidiaries and/or associate companies at least proportionately to its

shareholding percentage and the delegation of these representatives shall be obtained an

approval from the board of directors of the Company.

(2) The scope of duties and responsibilities of the directors and executives as appointed in (1) shall

be clearly defined and covered the following matters:

Clearly determine the authorization of the appointed directors or executives, whereby their consideration in voting in the board of directors’ meeting of the subsidiaries and/or a s s o c i a t e companies that are materially important must be approved by the board of

directors’ meeting or the shareholders meeting of the Company (as the case may be).

Monitor the core business subsidiaries and/or the core business associate companies in the disclosure of the financial position and operating performance , related party

transactions, and significant disposal or acquisition of asset.

M o n i t o r the directors and executives of the subsidiaries and/or associate companies to

comply with the duties and responsibilities as required by laws.



(3) Governance mechanisms is in place, requiring that transactions between the subsidiaries and/or

associate companies and related persons, as well as asset acquisition or disposal transactions,

or any other material transactions of the subsidiaries and/or associate companies be approved

by a board of directors meeting or shareholders meeting of the Company (as the case may be).

These transactions of the subsidiaries and/or associate companies must be considered in a

similar manner to transactions of the same nature and size of the Company, which must be

approved by a board of directors’ meeting or shareholders’ meeting of the Company (as the

case may be).

Shareholders of TIP who choose not to exchange TIP’s share for the Company’s share

Although the Company is desirous for the Shareholding and Management Restructuring Plan to

successfully achieve the maximum benefit whereby all shareholders of TIP shall become the shareholders of

the Company and will exercise its best endeavor to urge the Shareholding and Management Restructuring

Plan to become successful, the shareholders of TIP have the option as to whether or not to accept this tender

offer. In case that the SET accept the ordinary shares of the Company to become listed on the SET in place

of the ordinary shares of TIP that will be delisted from the SET, shareholders who choose not to exchange

their shares will still be the shareholders of TIP. If the Company can acquire TIP’s share less than 100 percent,

shareholders who choose not to exchange their shares may be affects as follows:

(1) Since TIP’s shares will be delisted from the SET after the shareholding and management

restructuring. As a result, TIP’s share will have no reference market price and shareholders who

choose not to exchange their shares will suffer from a lack of trading liquidity, and the

opportunity to receive a capital gain from trading these shares will be limited.

(2) When shares in TIP are sold, individual shareholders will be subject to capital gain tax that is


person will be subject to stamp duty on the sale of these shares, which is exempted when the

shares are listed securities on the SET and have Thailand Securities Depository Co., Ltd. as

the registrar.

(3) Shareholders will have less access to news or information of TIP compared to when these

shares are listed securities on the SET, after TIP’s shares are delisted from the SET, TIP will

not be required to comply with the SET Notification Re: Guidelines on Disclosure of Information

of Listed Companies. Furthermore, after the securities offering together with tender offer, if there

are other shareholders apart from the Company, parties acting in concert with the Company,

and persons under Section 258 of the Securities and Exchange Act B.E. 2535 (1992) including

any amendment thereto, of the Company holding shares in TIP in aggregate of not more than

5 percent of the total voting rights of TIP, TIP will not have the duty to disclose its information

regarding the financial position and operating performance of the Securities Issuer according to

the Notification of the Capital Market Supervisory Board No. TorJor. 44/2556 Re: Rules,

Conditions, and Procedures for Disclosure of Information regarding Financial Position and

Operating Performance of Securities Issuer, including any amendment thereto ( “ Notification



TorJor. 44/2556”), (in case that other shareholders holding shares in aggregate of more than 5

percent of the total voting rights of TIP, TIP may consider to request for a written consent from

all shareholders stating that they do not wish to obtain the information in accordance with

Notification TorJor. 44/2556) . Moreover, the directors, the executives, and the auditors of TIP

will no longer be required to prepare and disclose the report on changes in their securities and

derivatives holdings according to the Notification of the Office of the Securities and Exchange

Commission No. SorJor. 38/2561 Re: Preparation of Changes in the Securities and Derivatives

Holding by Directors, Executives, Auditors, Planners and Plan Administrators.

Moreover, pursuant to the Notification of Capital Market Supervisory Board No. TorJor. 20/2558

Re: Characteristics of the Companies Exempted from Chapter 3/1 of the Securities and

Exchange Act B.E. 2535 (1992). After the securities offering together with tender offer for the

securities, if there are other shareholders apart from the Company and the related parties of

the Company (i.e. the parties acting in concert with the Company and persons under Section

258 of the Securities and Exchange Act B.E. 2535 (1992), including any amendment thereto)

holding shares in TIP in aggregate of not more than 5 of the total voting rights of TIP, TIP and

its directors and executives will be exempted from provisions under Chapter 3/1 (Governance

of Publicly Traded Company) of the Securities and Exchange Act B.E. 2535 (1992), including

any amendment thereto, and any notifications issued under the Chapter 3/1, which include (but

is not limited to) the Notification of Capital Market Supervisory Board No. TorJor. 20/2551 Re:

Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and

the Notification of Capital Market Supervisory Board No. TorJor. 21/2551 Re: Rules on the Entry

into Connected Transactions ( in case that other shareholders holding shares in aggregate of

more than 5 percent of the total voting rights of TIP, TIP may consider to request for a written

consent from all shareholders stating that they do not wish to obtain the protection according

to Chapter 3/1 (Governance of Publicly Traded Company) of the Securities and Exchange Act

B.E. 2535 (1992), including any amendment thereto).

Nonetheless, after the shareholding and management restructuring, TIP’s information disclosure

may become part of the Company’s information disclosure as a subsidiary which operates the

core business of the Company. Moreover, TIP will still be the public limited company, therefore,

the shareholders of TIP will still be able to receive news and information that TIP shall disclose

according to the Public Limited Companies Act, B.E. 2535 (1992) and any amendment thereto,



for a copy of important corporate documents of TIP including affidavit, list of shareholder, and




(4) In case the Company starts a new business, shareholders who choose not to exchange their


new business.

(5) If the Company can acquire 50 percent or more of the total issued and paid-up shares of TIP,






by the Company.



Table 1 - Summary table of the significant impacts to the financial position and performance of the Company

Remark: This table illustrates the significant impact to the Company’s financial position and performance from the shareholding

and management restructuring in case that the Company can acquire 100 percent of TIP’s share in comparison with

in case that the Company can acquire 75 percent and exclude any expenses that might occurred from the shareholding

and management restructuring.

Table 2 – The pro-forma financial information

Since the Company is a public limited company that was incorporated to accommodate the

Shareholding and Management Restructuring Plan as a holding company which upon the completion of the

tender offer, the Company will have TIP as one subsidiary which operate the core business, and the

consolidated financial statements of the Company will be similar to the consolidated financial statements of

TIP. Therefore, the following illustrated financial information is the pro-forma financial information of the

Company and its subsidiary prepared by the management of the Company, which is prepared under the accounting practice for business combination of entities under common control that reflects the Company’s 12-

month operating performance and includes TIP’s 12-month operating performance (From 1 January 2019 until

31 December 2019) as if the Company’s was incorporated and was a shareholder of TIP since 1 January 2019 for the preliminary consideration of the shareholders of TIP. In addition, the pro-forma financial statement of

the Company and its subsidiary was prepared under the assumptions that the Company can acquire 100

percent and 75 percent of TIP’s share respectively for the purpose of accommodating the shareholders to

clearly understand the preliminary impacts after shareholding and management restructuring.

Nonetheless, the pro-forma consolidated financial information post the shareholding and management

restructuring is prepared only for the consideration of shareholders of TIP in conjunction with the registration

Unit: THB million



2018 2019 2020 2018 2019 2020


parent company

1,531 1,863 2,065 1,148 1,397 1,549

Weighted average number of shares (million shares)

489.04 600 600 366.78 450 450


Assets 44,961 40,900 44,472 44,961 40,900 44,472

Liabilities 37,288 32,543 36,029 37,288 32,543 36,029




Equity attributable to owners of the

Company 7,673 8,357 8,443 5,754 6,268 6,332


Total equity 7,673 8,357 8,443 7,673 8,357 8,443




statement for securities offering together with tender offer for the securities (Form 69/247-1), therefore, shall

not be used as a reference for any other purposes. The pro-forma consolidated financial information is prepared

based on the current information and have not been audited by the auditor. In case there is any significantly

changes in the factors that may affect the operation, it might impact the actual performance to deviate

significantly. Also, the assumptions for the pro-forma consolidated financial statements are not assurances of

the operating performance nor future events. Investors should consider information in this part in conjunction

with information in other parts in making decisions.

Pro-Forma Statement of Comprehensive Income



(THB million)


2019 2020 2019 2020

Revenues

Premium written 21,846.25 25,398.53 21,846.25 25,398.53

Less Ceded premium (15,315.36) (17,728.01) (15,315.36) (17,728.01)

Net premium written 6,530.89 7,670.52 6,530.89 7,670.52

Less Increase (decrease) in unearned

premium reserves

(911.24) (97.18) (911.24) (97.18)

Net premium earned 5,619.65 7,573.34 5,619.65 7,573.34

Fee and commission income 3,827.49 4,362.29 3,827.49 4,362.29

Net income on investments 724.86 568.67 724.86 568.67

Gains on investments 281.98 186.00 281.98 186.00

Gains (loss) on the revaluation of

investments - 0.0006 - 0.0006

Other income 92.11 50.57 92.11 50.57

Total revenues 10,546.09 12,740.87 10,546.09 12,740.87

Expenses


adjustment expenses 8,688.19 13,413.70 8,688.19 13,413.70


adjustment expenses recovery

(5,783.99) (9,195.82) (5,783.99) (9,195.82)

Commission and brokerage expenses 2,225.88 2,236.61 2,225.88 2,236.61

Other underwriting expenses 1,298.12 1,528.80 1,298.12 1,528.80

Operating expenses 1,879.25 2,202.59 1,879.25 2,202.59

(Reversal) Net impairment losses on

financial assets - 0.11 - 0.11

Operating expenses of the Company 60.00 60.00 60.00 60.00

Total expenses 8,367.45 10,245.99 8,367.45 10,245.99





(THB million)


2019 2020 2019 2020

Profit before income tax 2,178.64 2,494.87 2,178.64 2,494.87

Income tax expense (375.45) (490.00) (375.45) (490.00)

Net profit 1,803.19 2,004.87 1,803.19 2,004.87

Share of profit (loss)

- Attributable to the shareholders of the Company

1,803.19 2,004.87 1,337.39 1,488.66

- Attributable to the non-controlling interest

- - 465.80 516.22

Pro-Forma Statement of Financial Position


Financial Position

(THB million)


2019 2020 2019 2020

Assets

Cash and cash equivalents 1,768.36 3,652.67 1,768.36 3,652.67

Net premium receivables 4,063.19 3,611.06 4,063.19 3,611.06

Accrued investment income 41.17 38.32 41.17 38.32

Net reinsurance assets 12,597.34 15,520.84 12,597.34 15,520.84

Net amounts due from reinsurance 2,977.90 3,174.24 2,977.90 3,174.24

Invested assets

Net investments in securities 13,833.62 12,871.29 13,833.62 12,871.29

Net investment properties 158.09 154.38 158.09 154.38

Net property, plant and equipment 1,494.48 1,527.38 1,494.48 1,527.38

Net intangible assets 61.44 59.89 61.44 59.89

Deferred tax assets 857.60 1,120.54 857.60 1,120.54

Net prepaid reinsurance premiums 1,231.29 781.75 1,231.29 781.75

Prepaid commissions 1,176.07 895.78 1,176.07 895.78

Other assets 579.76 944.09 579.76 944.09

Total Assets 40,840.31 44,352.23 40,840.31 44,352.23

Liabilities

Income tax payables 144.47 137.61 144.47 137.61

Insurance contract liabilities 17,701.42 21,444.62 17,701.42 21,444.62

Due to reinsurers 5,237.29 5,750.24 5,237.29 5,750.24




Financial Position

(THB million)


2019 2020 2019 2020

Accrued commission expenses 671.56 788.53 671.56 788.53

Premium received in advance 7,239.87 5,925.99 7,239.87 5,925.99

Premium suspense accounts 55.29 92.95 55.29 92.95

Employee benefit obligations 416.59 489.37 416.59 489.37

Other liabilities 1,076.26 1,399.74 1,076.26 1,399.74

Total liabilities 32,542.75 36,029.05 32,542.75 36,029.05

Equity

Share capital



600.00 600.00


450.00 450.00

Premium on ordinary shares 904.00 904.00 678.00 678.00

Retained earnings 7,712.96 8,724.74 5,769.72 6,202.43 Other components of shareholders’

equity (919.40) (1,905.56) (689.55) (1,429.19)

Non-controlling Interests - - 2,089.39 2,110.79

Total equity 8,297.56 8,323.18 8,297.56 8,323.18

Total liabilities and equity 40,840.31 44,352.23 40,840.31 44,352.23

Key assumptions for the preparation of pro-forma consolidated financial information

1. Assume that share swap between the Company and TIP occurred on 1 January 2019.

2. The Company recorded the investment in TIP with the book value of TIP as at 31 December 2018

(100 percent and 75 percent for case 1 and case 2, respectively).

3. Paid-up capital of the pro-forma separate financial information of the Company.

3.1. In case that all of the shareholders of TIP exchange TIP’s share for the Company’s share, the

paid-up capital of the Company will be equivalent to the paid-up capital of TIP prior to the

shareholding and management restructuring which is 600 million shares at THB 1.00 each.

3.2. In case that 75 percent of the shareholders of TIP exchange TIP’s share for the Company’s

share, the paid-up capital for this case will be 450 million shares at THB 1.00 each.



4. Premium on ordinary shares of the pro-forma separate financial information of the Company will be

equal to the difference between the amount of investment of the Company and the amount of

paid-up capital of the Company for both case 1 and case 2.

5. Operating expenses of the Company at the initial stage are at the amount of THB 60 million per

year which comprises of remuneration and bonus of directors, salaries and employee benefits, other

operating expenses, and auditor fees (estimated from the expenses obligation that the Company

has to pay after the Company has its own business operation upon the completion of shareholding

and management restructuring).

6. The Company’s source of revenue at the initial stage after the shareholding and management

restructuring comes only from the dividend income from TIP.

7. The Company will not have corporate income tax burden on the dividend income received from TIP

under the assumption that payee (In this case is the Company) is the listed company and has held

TIP’s share for not less than 3 months before and will still hold TIP’s shares for not less than 3

months after receiving dividend as specified by the laws.



Yours sincerely,


(General Somchai Dhanarajata) Director


(Mr. Somporn Suebthawilkul) Director

Enclosure 4.2

Opinion of the Board of Director of TIP



Opinion of the Board of Director of TIP

The Board of Directors of Dhipaya Insurance Public Company Limited considered the opinion of the

Board of Directors of Dhipaya Group Holdings Public Company Limited regarding the impact on the financial

position and operating performance of Dhipaya Group Holdings Public Company Limited, the impact on the

financial position and operating performance of Dhipaya Insurance Public Company Limited and other impacts

to the shares of Dhipaya Insurance Public Company Limited, and deemed that the opinion of the Board of

Directors of Dhipaya Group Holdings Public Company Limited is appropriate and also certify that such opinion

is accurate and complete in all material aspects and there is no concealment of other material information

which may impact the decisions of the shareholders of Dhipaya Insurance Public Company Limited.

In addition, the Board of Directors of Dhipaya Insurance Public Company Limited considered the

opinion of Capital Advantage Company Limited as an independent financial advisor and distributed the opinions

of the independent financial advisor together with the shareholder’s meeting invitation as an information for the

consideration of shareholders at the shareholder’s meeting of Dhipaya Insurance Public Company Limited. The

independent financial advisor opined that the transaction according to the Shareholding and Management

Restructuring Plan and delisting the securities of TIP from listed securities are reasonable, the swap ratio and

swap price are appropriate, and the shareholders should approve the Shareholding and Management

Restructuring Plan and delisting the securities of TIP from listed securities including the acceptance of the

tender offer.

Yours sincerely,


(General Somchai Dhanarajata) Director


(Mr. Somporn Suebthawilkul) Director

Enclosure 5

Opinion of the Financial Advisor on the

Appropriateness of the Shareholding and

Management Restructuring Plan

Dhipaya Group Holding Public Company Limited

Enclosure 5 Opinion of the Financial Advisor on the Appropriateness of the Shareholding and Management Restructuring Plan Page 1

10 June 2021

Re: Opinion of the Financial Advisor on the Appropriateness of the Shareholding and Management

Restructuring Plan

To: Shareholders of Dhipaya Insurance Public Company Limited

Reference is made to the resolutions of the Extraordinary General Meeting of Shareholders No.

1/2020 of Dhipaya Insurance Public Company Limited (“TIP”) on 1 September 2020, which resolved to approve

the Shareholding and Management Restructuring Plan of TIP (“Shareholding and Management Restructuring

Plan”) and other related proceedings including the shareholding and management restructuring of TIP, the

incorporation of the holding company to accommodate the Shareholding and Management Restructuring Plan, the delisting of shares of TIP from the Stock Exchange of Thailand (the “SET”) to be in line with the

Shareholding and Management Restructuring Plan, the amendment to TIP’s Articles of Association to be

consistent with the Shareholding and Management Restructuring Plan, and the delegation of authority pertaining

to the aforementioned shareholding and management restructuring.

Finansa Securities Limited ( “Financial Advisor”), as the financial advisor to the shareholding and

management restructuring of TIP, would like to provide our opinions regarding the appropriateness of the

Shareholding and Management Restructuring Plan (the “Opinion”) to be included as part of the Registration

Statement for Securities Offering together with Tender Offer for the Securities (“Form 69/247-1”) in accordance

with the Notification of the Capital Market Supervisory Board No. TorJor. 34/2552 Re: Criteria for Offering for

Sale of Newly Issued Securities with a Tender Offer for the Existing Securities of Listed Company for

Restructuring of Shareholding and Management, including any amendment thereto.

Under the Shareholding and Management Restructuring Plan, on 31 July 2020, TIP has completed

the incorporation of the holding company as a public limited company under the name “Dhipaya Group Holdings

Public Company Limited” (the “Company”). The Company will make a tender offer of all securities of TIP in

exchange for the same type of securities of the Company at the swap ratio of 1:1, which in this case means

one ordinary share of TIP per one ordinary share of the Company. After the completion of the tender offer, the

ordinary shares of the Company will become listed securities on the SET in place of the ordinary shares of TIP

which will be delisted from the SET on the same day. In addition, the Shareholding and Management

Restructuring Plan was granted a written preliminary approval from the SET in accordance with SET Letter No.

BorJor. 170/2564 dated 22 April 2021.

Financial Advisor has been prepared opinions in this report by considering the information and

documents received from the Company and TIP, which include the related information that are disclosed to the

public, that is the resolutions of the board of directors of TIP, the Shareholding and Management Restructuring

Plan, the Form of Report on the Delisting of Shares (Form F10-6), the Request Form for Delisting Shares (Form F10-7), Annual Registration Statement (Form 56-1) and Annual Report (Form 56-2) , the Financial

Statements, and other related documents, as well as industry information that are related to the business

operations of TIP, and management interviews of the Company and TIP as references for the analysis of and



for providing the Opinion. In this regard, the Financial Advisor prepared the Opinion based on the information

as stated above up to the date stated in this Opinion, and the assumptions on economic environment, market

conditions, and other factors that occurred during the preparation of this Opinion. Such assumptions may

change thereafter and can potentially impact the Opinion provided in this report. The Financial Advisor is not

obligated to update, revise or reaffirm any of the Opinion stated herein.

1. Transaction Overview

TIP has an intention to restructure the shareholding and management, and on 31 July 2020, TIP

has completed the incorporation of the holding company as a public limited company under the name “Dhipaya

Group Holdings Public Company Limited" to operate business by holding shares in other companies. The

Company will make a tender offer for all securities of TIP in exchange for the same type of securities of the

Company at the swap ratio of 1:1, which in this case means one ordinary share of TIP per one ordinary share

of the Company and after the completion of the tender offer, the ordinary shares of the Company will become

listed securities on the SET in place of the ordinary shares of TIP which will be delisted from the SET on the

same day. Nonetheless, the Company (Offeror) reserves the rights to cancel the tender offer upon the

occurrence of events or actions after the acceptance of the tender offer by Office of the Securities and Exchange

Commission (the “SEC”) but before the end of the tender offer period, which cause or may cause severe

damage to the status or assets of TIP (the company offered to be tendered), where such events or actions are

not the results of the Company’s action or actions for which the Company is responsible or TIP engages in any

action after the acceptance of the tender offer by the SEC but before the end of the tender offer period, that

cause a dramatic decrease in the share value of TIP resulting in the failure to achieve the objectives of the

shareholding and management restructuring.

In addition, the number of TIP’s shares held by the Company, upon the completion of the tender

offer, must cause TIP to become a subsidiary that operates core business of the Company pursuant to the

rules prescribed in the Regulation of the SET Re: Listing of Ordinary Shares or Preferred Shares as Listed

Securities B.E. 2558 (2015), including any amendment thereto.

The Shareholding and Management Restructuring Plan was granted a written preliminary approval

from the SET in accordance with SET Letter No. BorJor. 170/2564 dated 22 April 2021.

1.1 Summary of TIP

Shareholders can consider the Summary of TIP in Section 1 Part 2.2 Executive Summary of TIP

1.2 Summary of the Company

The Company is a public limited company that was incorporated to accommodate the Shareholding

and Management Restructuring Plan, which operates business by holding shares in other companies (Holding

Company). Upon the completion of the tender offer, the Company will be the shareholder of TIP which has the

registered capital of THB 600,010,000 consisting of 600,010,000 ordinary shares at the par value of THB 1 per



share, with the paid-up capital of THB 10,000 consisting of 10,000 ordinary shares at the par value of THB 1

per share. The list of initial shareholders are as follows.

Name of Shareholders Number of shares

(Share)

Shareholding Percentage

(%)

Mr. Somporn Suebthawilkul 9,986 99.86

Mr. Prasitchai Soontrapirom 1 0.01 Mr. Wichai Likhitchaiwan 1 0.01 Mr. Tone Tansuittiwong 1 0.01 Mrs. Nonglux Iamchote 1 0.01 Mr. Pramote Viboonkijchote 1 0.01 Mrs. Sujinna Meksakul 1 0.01 Mr. Phinij Amnajniyomchan 1 0.01 Ms. Dadchanee Srianunruksa 1 0.01 Mr. Kasemsak Wongurai 1 0.01 Mr. Thirawat Tangseri 1 0.01 Mr. Anugoon Yenchai 1 0.01 Mrs. Chaiyaporn Chanaradech 1 0.01 Mr. Nasis Prasertsakun 1 0.01 Ms. Nithivadee Suksomboonwattana 1 0.01

Total 10,000 100

The shareholding structure of the Company may change from the above table, which depends on

the result of the exchange of the newly issued shares of the Company with the ordinary shares of TIP. The

Company expects to decrease all initial registered capital by means of reducing all shares in this portion after

the completion of shareholding and management restructuring.

As at 31 March 2021, the Board of Directors of TIPH comprised of 14 directors as follows:

No. Name Position

1. Mr. Somchainuk Engtrakul Chairman

2. Mr. Prasit Damrongchai Deputy Chairman and Independent Director

3. Mr. Sima Simananta Independent Director

4. Mr. Prapas Kong-Ied Independent Director

5. Mrs. Pankanitta Boonkrong Independent Director

6. Mrs. Nattachavi Thoonsaengngam* Independent Director

7. General Somchai Dhanarajata Director

8. Mr. Luechai Chaiparinya Director

9. Miss Wilaiwan Kanjanakanti Director

10. Mr. Watana Kanlanan Director



No. Name Position

11. Mr. Suratun Kongton Director

12. Mr. Vitai Ratanakorn Director

13. Mr. Jessada Promjart Director

14. Mr. Somporn Suebthawilkul Executive Director

Remark: * Due to Mr. Somchainuk Engtrakul’s resignation from the position of independent director on 12 November 2020,

therefore, in order for the Company to have independent directors at least one-third of the total number of directors,

the Extraordinary General Meeting of Shareholders No. 2/2020 of the Company, convened on 1 December 2020,

resolved to approve the increase in the number of directors from 13 directors to 14 directors and appoint Mrs.

Nattachavi Thoonsaengngam, a qualified independent director in accordance with the relevant criteria, as a new

independent director of the Company, resulting in more number of directors of the Company than the number of

directors of TIP and the number of directors of the Company as specified in the Shareholding and Management

Restructuring Plan of TIP.

Mrs. Nonglux Iamchote is the secretary to the Board of Directors.

The Company operates business by holding shares in other companies and TIP, and will invest in

core businesses as follows:

1. Domestic Non-Life Insurance Business

2. Domestic Life Assurance Business

3. International Insurance Business

4. Insurance-Related Businesses

1.3 Shareholding Restructuring

Under the Shareholding and Management Restructuring Plan, the Company will make a tender offer

for all securities of TIP in exchange for the same type of securities of the Company at the swap ratio of 1:1,

which in this case means one ordinary share of TIP per one ordinary share of the Company. After the

completion of the tender offer, the ordinary shares of the Company will become listed securities on the SET in

place of the ordinary shares of TIP which will be delisted from the SET.



Shareholding Structure

Governance and Management Structure

After the shareholding and management restructuring, the governance and management structure

of the Company will largely be the same as that of TIP. Most of the directors of the Company and of TIP will

be the same group of persons, and will manage the businesses of the Company and TIP in tandem. The

Company and TIP will have the same number of directors and subcommittees, namely, the board of directors,

audit committee, executive committee, nomination, remuneration and human resources management

committee, investment committee, corporate governance committee, and risk management committee. With

respect to the governance and management, the board of directors and the subcommittees of the Company,

as the parent company, will oversee the non-life insurance business which is operated by TIP through its board

of directors, subcommittees, and Managing Director that are in charge of the management of the non-life

insurance business of TIP. At least one year after the shareholding and management restructuring, the Chief

Executive Officer (CEO), the Chief Financial Officer (CFO), and the Financial Controller of the Company will

act as the Managing Director, the CFO, and the Financial Controller of TIP, respectively.

The Board of Directors’ Meeting No. 11/2020 of TIP resolved to approve the renewal of the term of

office of TIP’s CFO, who was retired on 31 December 2020, for another one year in order that the operation

of the accounting and finance of the Company and TIP after the shareholding and management restructuring

is under the supervision of the experienced person and that there will be sufficient time to pass on the working

experience and knowledge to the TIP’s CFO successor. The Company and TIP will review the matter relating

to the person in the position of their CFO once again before the completion of the term of office of the current

CFO and may consider appointing the current successor of CFO, or recruiting a third party who has appropriate

knowledge, experience, and qualifications for the position of CFO, or renewing the term of office of the current

CFO, as appropriate.

Current Structure

TIP Listed on the SET

(Existing) Shareholders of the Company

Post-Restructuring Structure

The Company

Delisted shares from

the SET TIP

100%

Listed on the SET

(Existing) Shareholders of the Company

100%



The Company and TIP will remain emphasis on efficient and transparent business management

according to the good corporate governance guidelines, with due regard to compliance with the laws and

regulations of the SEC, the SET, the Office of Insurance Commission (the “OIC”), and other relevant regulatory

authorities. The implementation relating to the shareholding and management restructuring of TIP is not in

violation of or contrary to the non-life insurance law and relevant rules of the OIC. TIP is only obliged to report

the change of shareholders in the specified form to the OIC.

In addition, to promote good governance of the future subsidiaries or associate companies, TIP

plans to put in place in the Company the Governance of the Subsidiaries and Associate companies policy and

mechanism, such as delegating its representatives at least proportionately to its shareholding proportion to act

as directors or executives of the subsidiaries and imposing the procedures or regulations requiring that approval

of these representatives be obtained from the board of directors of the Company. In addition, the scope of

duties and responsibilities of the directors and executives as appointed and will be clearly defined. Governance

mechanisms is also in place, requiring that transactions between the subsidiaries and related persons, as well

as asset acquisition or disposal transactions, or any other material transactions of the subsidiaries be approved

by a board of directors meeting or shareholders meeting of the Company. These transactions of the subsidiaries

must be considered in a similar manner to transactions of the same nature and size of the Company, which

must be approved by a board of directors’ meeting or shareholders’ meeting of the Company. This mechanism

may be specified in the Articles of Association and/or bylaws of the Company, the subsidiaries, and/or the

associate companies. The implementation of this mechanism in the future subsidiaries and/or associate

companies will be dependent upon the shareholding proportion of the Company and the approval by the future

partners.

With regard to the internal control system, the Company will establish its own audit department with

an annual auditing plan, which will determine the scope of inspection on various departments according to risk-

based approach, including the timing and guideline for correction that are found in the internal control report

on a regular basis. The Company will adopt TIP’s internal control system and risk management guideline to

ensure that the Company’s internal control system is sufficient, appropriate, and comply with the relevant rules

and regulations of the SEC and the SET.

However, in the long term when the Company significantly engages in various businesses, the

Company may consider seeking approval from its board of directors or shareholders’ meetings (as the case

may be) in order to adjust its governance and management structure in the future as necessary and appropriate.

However, although the Company commences its new business or changes its business plan, its operations will

remain subject to the business management policies as mentioned above.



Post-Shareholding and Management Restructuring Governance Structure

1.4 The Tender Offer and the Delisting of TIP’s share from the SET

The Company will make a tender offer for the securities of TIP by offering for sale of the newly

issued securities of the Company in exchange for the securities of TIP as the following details:

Type and class of securities offered to purchase

Ordinary shares.

Swap ratio and price

The swap ratio is one ordinary share of TIP per 1 one newly issued share of the Company and the

share swap price will be equal to the cost of existing shares in TIP of the respective shareholders. However, the share swap price for the purpose of the accounting treatment for each shareholder may be different, which

will be in accordance with the accounting treatment and accounting standard applied to such shareholder. Since the share swap price is only for the accounting treatment purpose and under the internal accounting

operation of each shareholder and its auditor, which will have no impact to the swap ratio of 1:1 and to other

shareholders. Moreover, such operation does not oppose the proceeding of the Shareholding and Management

Restructuring Plan of TIP, which has been approved by the Extraordinary General Meeting of Shareholders

No.1/2020 and is complied with relevant laws and accounting standards that are applied to each shareholder.

Therefore, Government Savings Bank (“GSB”) will treat the item in accordance with internal accounting

operation of GSB, applying the closing price of TIP’s ordinary shares in the SET in the last day of the tender

offer period as the share swap price only for the accounting treatment purpose.



Tender offer period

Totaling 45 business days. The stated tender offer period is final and will not be amended, the start

date and the end of tender offer period will be announced later.

Tender offer cancellation conditions

The Company (Offeror) reserves the rights to cancel the tender offer upon the occurrence of events

or actions as follows:

1) Any events or actions occurring after the acceptance of the Tender Offer by the Office of the

SEC but before the end of the tender offer period, which causes or may cause severe damage to the status

or assets of TIP, where such events or actions are not the results of the Company’s action or actions for which

the Company is responsible or

2) TIP engages in any actions after the acceptance of the Tender Offer by the SEC but before

the end of the tender offer period, that cause a dramatic decrease in the share value of TIP resulting in the

failure to achieve the objectives of the shareholding and management restructuring.

Period that the Offerees may cancel their intention to sell

The Offerees may cancel the intention to sell within the first 20 business days of the tender offer

period.



2. Opinions of the Financial Advisor

Opinions of the Financial Advisor on the appropriateness of the shareholding and management

restructuring and the assessment of impact of such shareholding and management restructuring on the benefits

of TIP’s shareholders, as well as the appropriateness of the swap price and swap ratio can be summarized as

follows:

2.1 Opinion of the Financial Advisor on the Appropriateness of the Shareholding and Management

Restructuring and the Impact on the Benefits of TIP’s Shareholders

2.1.1 Rationale and Appropriateness

The Shareholding and Management Restructuring Plan, which was approved by the Extraordinary

General Meeting of Shareholders No. 1/2020 of TIP, has stated that the objectives of the shareholding and

management restructuring are for TIP to achieve its main strategic plan with the rationales as follows:

(1) To increase the business competitiveness, flexibility for business expansion, and reduce

investment constraints

The shareholding and management restructuring to operate its business by holding shares in other

companies will enable the Company to invest by holding shares in other insurance-related

businesses. This will increase the business competitiveness and strengthen the Company’s

business, which may be conducted in the form of Strategic Alliance, Joint Venture, or Mergers and

Acquisitions.

In addition, the shareholding and management restructuring to operate its business in the form of a

holding company will increase its flexibility for expanding the insurance business, including other

businesses that are related to or support the insurance business, or other businesses that have

strategically significant to the business group and/or generate appropriate returns without affecting

TIP’s Capital Adequacy Ratio (CAR) due to the changes in the criteria regarding the maintenance

of the Risk Based Capital 2 (RBC2) that came into force on 31 December 2019.

At present, TIP operates the non-life insurance business under the supervision of the OIC. According

to the OIC’s Notification Re: Investment in Other Businesses by Non-Life Companies B.E. 2556

(2013), TIP may not hold shares in any other company in excess of 10 percent of its total issued

and paid-up equity instruments, except for holding equity instruments to engage in other businesses,

which must be in accordance with the conditions specified by the OIC. In addition, TIP may not

invest in domestic and overseas equity instruments in aggregate of more than 30 percent of its

investment assets and in equity instruments listed on the SET or a foreign stock exchange in excess

of 5 percent of its investment assets. Therefore, at present, TIP’s capability for business expansion

and investment is limited to a certain extent.



(2) To explicitly limit and manage business risks

The restructuring of the business operation in the form of a holding company will help segregate

and limit the potential risks in each business line. Through its investment in new companies to

support new businesses that are related to insurance, the potential risks and effects from the

business operations will be limited to the Company, and will not affect TIP’s operation of the non-

life insurance business, which is currently its core business.

(3) To enhance the efficiency and flexibility of the organizational management structure to be

suitable for the operations of respective business groups

The shareholding and management restructuring in order to operate its business by holding shares

in other companies will enhance efficiency in the operations of the various business groups, as

described below:

1. The Company will be able to manage and utilize the available resources and expertise,

therefore, economies of scale will be achieved in the best interest of the respective business

groups. A shared service and R&D unit will be set up to provide support, such as information

technology services, accounting and finance services, personnel recruitment and development

services, and research and development services, to affiliated companies.

2. The organization structure that clearly segregates its business lines will enhance the

management efficiency. Each business group will be under the management of personnel who

have expertise in each type of business.

3. The shareholding and management restructuring in order to operate businesses by holding

shares in other companies will enable clear designation of the scope of duties and

responsibilities of personnel in each business line. For example, the Company’s executives will

have the duty to formulate policies for and manage the business group as a whole, and be

accountable for its overall operating results. This structure will also enable the segregation of

the financial positions and operating results of the respective businesses, thereby resulting in

increased efficiency, clarity, and transparency in the management, analysis, and evaluation of

the financial position and operating results of each business.

Since the restructuring from the Operating Company to be the company that operates business by

holding shares in other companies (Holding Company) will help increase the business competitiveness,

flexibility for business expansion, explicitly limit and manage business risks, and help limit the impact on the

non-life insurance business which is the current core business of TIP, as well as enhance the efficiency and

flexibility of the organizational management structure to be suitable for the operations of respective business

groups, Financial Advisor views that the shareholding and management restructuring is appropriate.



2.1.2 Impact on the Benefits of TIP’s Shareholders

2.1.2.1 Impact on the company

Impact on the benefits of TIP’s shareholders from shareholding and management restructuring in

the view of the impact on the company can be summarized as follows:

(1) Impact on TIP


a tender offer for all securities of TIP, by issuing and offering newly issued securities of the Company

in exchange for the securities of TIP which are held by the shareholders of TIP. Under the

Shareholding and Management Restructuring Plan, there will be no impact on TIP’s financial position

and operating performance since it is the restructuring of shareholding and management which

affect only at shareholders’ level.

Under the shareholding and management restructuring, there will be no tax impact to TIP. However,

after the delisting of ordinary shares of TIP from the SET, TIP may be affected by the indirect tax

impact since TIP will not receive any tax privileges as the listed companies may receive in the future

(if any).


legal environment, and for the best interest of shareholders. Nevertheless, if there is any action in

the future, the Company and TIP will emphasize transparency in accordance with the good corporate

governance guidelines, with due regard to compliance with laws and regulations of the SEC, the

SET and other relevant regulatory authorities.

(2) Impact on the Company


TIP, the financial position and operating performance of the Company and its subsidiary will have

no significant differences from the financial position and operating performance of TIP prior to the

shareholding and management restructuring. Since after the shareholding and management

restructuring, the shareholders of TIP will become the shareholders of the Company which will still

operate under the same scope of business operation, financial position, and operating performance

as TIP prior to the shareholding and management restructuring, as the Company has not yet started

its new business. In case that the Company can acquire less than 100 percent of the total issued

and paid-up capital of TIP, the Company will recognize the financial position and operating

performance of TIP in proportion to its shareholding in TIP. For example, if the Company can acquire

75 percent of TIP’s total number of shares, the Company will recognize 75 percent of the financial

position and operating performance of TIP. The significant impacts to the financial position and

operating performance of the Company, under the assumption that the Company does not have any

revenues or expenses, can be summarized as the following table.



Unit: THB million



2018 2019 2020 2018 2019 2020


parent company

1,531 1,863 2,065 1,148 1,397 1,549

Weighted average number of

shares (million shares) 489.04 600 600 366.78 450 450


Assets 44,961 40,900 44,472 44,961 40,900 44,472

Liabilities 37,288 32,543 36,029 37,288 32,543 36,029




Equity attributable to owners of

the Company 7,673 8,357 8,443 5,754 6,268 6,332


Total equity 7,673 8,357 8,443 7,673 8,357 8,443


Remark: This table illustrates the significant impact to the Company’s financial position and performance from the

shareholding and management restructuring in case that the Company can acquire 100 percent of TIP’s share

in comparison with in case that the Company can acquire 75 percent.

As shown above, net profit (loss) attributable to the parent company will reduce in proportion to the

Company’s shareholding in TIP after the completion of tender offer. However, this tender offer for

all securities of TIP in exchange for the Company’s ordinary shares at the swap ratio of one ordinary

share of TIP per one ordinary shares of the Company, the number of newly issued shares of the

Company will also reduce in proportion to the Company’s shareholding in TIP. Therefore, the

earnings (loss) per share of the Company in both cases will have the same value and equivalent to

the earnings per share of TIP prior to the shareholding and management restructuring.

Nonetheless, after the Company starts its investment in new business (which is a non-life insurance

related business), the Company will recognize the financial position and operating performance of

the new business according to the investment proportion of the Company while TIP will not recognize

the financial position and operating performance of such new businesses.

2.1.2.2 Impact on Shareholders

2.1.2.3 Impact on Shareholders who choose to exchange TIP’s shares for the Company’s shares

1. Financial position and operating performance


TIP, there will be no impact to the shareholders of TIP since after the shareholding and management

restructuring, the shareholders of TIP will become the shareholders of the Company which will still



operate under the same scope of business operation, financial position, and operating performance

as TIP prior to the shareholding and management restructuring, as the Company has not yet started

its new business.

In case that the Company can acquire less than 100 percent of TIP’s shares, the Company will

recognize the operating performance of TIP in proportion to its shareholding while the newly issued

shares of the Company will be proportionately decrease. Therefore, the earnings (loss) per share

of the Company in this case will have the same value and equivalent to the earnings per share of

TIP prior to the shareholding and management restructuring.

2. Dividend policy

The Company has a policy on the dividend payment of not less than 50 percent of the net profit

under the separate financial statements of the Company depending on the operating results,

financial position, investment plan, reserve for loan repayment, reserve funds for future investment or be used as working capital of the Company, conditions and restrictions as specified in loan

agreements, and other factors relating to the administration as the board of directors deems

appropriate. The dividend payments require approval from the board of directors and shareholders

of the Company (as the case may be). The Company has the dividend payout ratio of not less than

50 percent, same as the dividend payout ratio of TIP.

3. Governance mechanism to protect the interests of shareholders


the shareholders of the Company, therefore they will not be able to directly exercise their voting

rights as a shareholder in the matters relating to TIP. However, the Company has already set a

mechanism for the operational governance through its Article of Association of the Company, Governance and Management of Subsidiaries and Associate Companies Policy, other related

policies in order for the Company to be able to fully govern TIP and its subsidiaries and/or the

associate companies in the future. Pursuant to the Extraordinary General Meetings of Shareholders

No.1/2020 of TIP on 1 September 2020, resolved to approve the amendment of Article of Association

of TIP and the Company has prepared its Article of Association and related policies to cover the

following matters:

(1) The Company shall delegate its representative directors or executives to be the directors or

executives of its subsidiaries and/or associate companies at least proportionately to its

shareholding percentage and the delegation of these representatives shall be obtained an

approval from the board of directors of the Company.

(2) The scope of duties and responsibilities of the directors and executives as appointed in (1)

shall be clearly defined and cover the following matters:



Clearly determin the authorization of the appointed directors or executives, whereby their consideration in voting in the board of directors’ meeting of the subsidiaries and/or a s s o c i a t e companies that are materially important must be approved by the board of

directors’ meeting or the shareholders meeting of the Company (as the case may be).

Monitor the core business subsidiaries and/or the core business associate companies in the disclosure of the financial position and operating performance , related party

transactions, and significant disposal or acquisition of asset.

M o n i t o r the directors and executives of the subsidiaries and/or associate companies to

comply with the duties and responsibilities as required by laws.

(3) Governance mechanisms is in place, requiring that transactions between the subsidiaries and/or

associate companies and related persons, as well as asset acquisition or disposal transactions,

or any other material transactions of the subsidiaries and/or associate companies to be

approved by a board of directors meeting or shareholders meeting of the Company (as the case

may be). These transactions of the subsidiaries and/or associate companies must be considered

in a similar manner to transactions of the same nature and size of the Company, which must

be approved by a board of directors’ meeting or shareholders’ meeting of the Company (as the

case may be).

4. Taxation Impact

The tax obligation of shareholders resulting from the share swap transactions, under which

shareholders will transfer their TIP’s share to the Company and receive the Company’s share in

return at the ratio of one ordinary share of TIP per one newly issued share of the Company will be

in accordance with the Revenue Code.

Impact on Shareholders who choose not to exchange TIP’s share for the Company’s share

In case that the Company can acquire less than 100 percent of TIP’s share, shareholders who choose not to exchange their shares will still be the shareholders of TIP. However, such

shareholders will be affected as follows:

1. Lack of liquidity in securities trading

Since TIP’s shares will be delisted from the SET after the shareholding and management

restructuring. As a result, TIP’s share will have no reference market price and shareholders who

choose not to exchange their shares will suffer from a lack of trading liquidity, and the

opportunity to receive a capital gain from trading these shares will be limited.

2. Losing tax benefits

When shares in TIP are sold, individual shareholders will be subject to capital gain tax that is




shareholders will also have to pay stamp duty on the sale of these shares, which is exempted

when the share are listed securities on the SET and have Thailand Securities Depository Co.,

Ltd. as the registrar.

3. Less access to news or information of TIP

Shareholders will have less access to news or information of TIP compared to when these

shares are listed securities on the SET, after TIP’s shares are delisted from the SET, TIP will

not be required to comply with the SET Notification Re: Guidelines on Disclosure of Information

of Listed Companies. Furthermore, after the securities offering together with tender offer, if there

are other shareholders apart from the Company, parties acting in concert with the Company,

and persons under Section 258 of the Securities and Exchange Act B.E. 2535 (1992) including

any amendment thereto, of the Company holding shares in TIP in aggregate of not more than

5 percent of the total voting rights of TIP, TIP will not have the duty to disclose its information

regarding the financial position and operating performance of the Securities Issuer according to

the Notification of the Capital Market Supervisory Board No. TorJor. 44/2556 Re: Rules,

Conditions, and Procedures for Disclosure of Information regarding Financial Position and

Operating Performance of Securities Issuer, including any amendment thereto ( “ Notification

TorJor. 44/2556”), (in case that other shareholders holding shares in aggregate of more than 5

percent of the total voting rights of TIP, TIP may consider to request for a written consent from

all shareholders stating that they do not wish to obtain the information in accordance with

Notification TorJor. 44/2556) . Moreover, the directors, the executives, and the auditors of TIP

will no longer be required to prepare and disclose the report on changes in their securities and

derivatives holdings according to the Notification of the Office of the Securities and Exchange

Commission No. SorJor. 38/2561 Re: Preparation of Changes in the Securities and Derivatives

Holding by Directors, Executives, Auditors, Planners and Plan Administrators.

Moreover, pursuant to the Notification of Capital Market Supervisory Board No. TorJor. 20/2558

Re: Characteristics of the Companies Exempted from Chapter 3/1 of the Securities and

Exchange Act B.E. 2535 (1992). After the securities offering together with tender offer for the

securities, if there are other shareholders apart from the Company and the related parties of

the Company (i.e. the parties acting in concert with the Company and persons under Section

258 of the Securities and Exchange Act B.E. 2535 (1992), including any amendment thereto)

holding shares in TIP in aggregate of not more than 5 of the total voting rights of TIP, TIP and

its directors and executives will be exempted from provisions under Chapter 3/1 (Governance

of Publicly Traded Company) of the Securities and Exchange Act B.E. 2535 (1992), including

any amendment thereto, and any notifications issued under the Chapter 3/1, which include (but

is not limited to) the Notification of Capital Market Supervisory Board No. TorJor. 20/2551 Re:

Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and

the Notification of Capital Market Supervisory Board No. TorJor. 21/2551 Re: Rules on the Entry

into Connected Transactions ( in case that other shareholders holding shares in aggregate of



more than 5 percent of the total voting rights of TIP, TIP may consider to request for a written

consent from all shareholders stating that they do not wish to obtain the protection according

to Chapter 3/1 (Governance of Publicly Traded Company) of the Securities and Exchange Act

B.E. 2535 (1992), including any amendment thereto).

Nonetheless, after the shareholding and management restructuring, TIP’s information disclosure

may become part of the Company’s information disclosure as a subsidiary which operates the

core business of the Company. Moreover, TIP will still be the public limited company, therefore,

the shareholders of TIP will still be able to receive news and information that TIP shall disclose

according to the Public Limited Companies Act, B.E. 2535 (1992) and any amendment thereto,



for a copy of important corporate documents of TIP including affidavit, list of shareholder, and


4. Forgone the benefits that may receive from the operating results of the new business as

part of the Company investment

In case the Company starts a new business, shareholders who choose not to exchange their


new business.

5. Balance of power between major shareholders after the shareholding and management

restructuring

If the Company can acquire 50 percent or more of the total issued and paid-up shares of TIP,






by the Company.



2.2 Opinion of the Financial Advisor on the Appropriateness of the swap price and swap ratio

Under the Shareholding and Management Restructuring Plan, the Company will make a tender offer

for all securities of TIP in exchange for the same type of securities of the Company at the swap ratio of 1:1,

which in this case means one ordinary share of TIP per one ordinary share of the Company. After the

completion of the tender offer, the ordinary shares of the Company will become listed securities on the SET in

place of the ordinary shares of TIP which will be delisted from the SET on the same day.

In case that the shareholding and management restructuring is success, the Company will be the

major shareholder of TIP and will recognize the financial position and operating performance of TIP in proportion

to its shareholding in TIP. In case that the Company can fully acquire all of TIP’s share, the financial position

and operating performance of the Company will have no significant differences from the financial position and

operating performance of TIP prior to the shareholding and management restructuring. Since the Company has

not yet started its own business. Despite the case that the Company cannot acquire all of TIP’s share, but

more than 50 percent, the Company will have earnings per share equivalent to the earnings per share of TIP

prior to the shareholding and management restructuring.

Considering the matters of dividends, the Company’s shareholders will have the rights to receive

dividends from the Company at the ratio of not less than 50 percent of the net profit under the separate financial

statements of the Company depending on the operating results, financial position, investment plan, reserve for

loan repayment, reserve funds for future investment or be used as working capital of the Company, conditions

and restrictions as specified in loan agreements, and other factors relating to the administration as the board

of directors deem appropriate. The dividend payments require approval from the board of directors and

shareholders of the Company (as the case may be) which is the policy that is comparable to the current

dividend policy of TIP, coupled with the financial position and operating performance of the Company will have

no significant differences from the financial position and operating performance of TIP. Therefore, it can be

considered that the Company’s shares are not inferior to TIP’s share at the present in terms of the rights to

receive dividends.

Moreover, after the shareholding and management restructuring, TIP will be the core business

subsidiary of the Company in which the shareholders of the Company can still exercise their voting rights in

the matters relating to TIP e.g. related party transaction between TIP and its related persons, disposal or

acquisition of asset, and any other significant transaction of TIP in accordance with the mechanism for operation

governance of subsidiaries and/or associate companies that the Company has taken action to be in place in

accordance with the relevant rules.

Based on all of the above reasons, Financial Advisor views that the swap ratio at one ordinary share

of TIP per one ordinary share of the Company with the swap price equal to the cost of existing shares in TIP

of the respective shareholders are appropriate and do not cause TIP’s shareholders to lose benefits from this

share swap transaction.



3. Summary of the Opinions of the Financial Advisor on the Appropriateness of the Shareholding

and Management Restructuring Plan and the Impact on the Benefits of Shareholders of TIP as

well as the Appropriateness of the swap price and swap ratio.

Financial Advisor opines that the Shareholding and Management Restructuring Plan of TIP including

the delisting of TIP’s share from the SET, which is the procedure under the Shareholding and Management

Restructuring Plan of TIP in order to list the Company’s share on the SET in place of TIP’s shares, are

appropriate since such procedures will help TIP to be able to efficiently proceed with its strategic plan. In

addition, the company group will be able to increase the business competitiveness, flexibility for business

expansion, and reduce investment constraints as well as explicitly limit and manage business risks. Moreover,

this will enhance efficiency and flexibility of the organization’s management structure to be suitable for the

operations of respective business groups.

Financial Advisor views that the swap ratio at one ordinary share of TIP per one ordinary share of

the Company is the appropriate swap ratio and causes no disadvantages to shareholders. Since after the

shareholding and management restructuring, the Company will have similar financial position and operating

performance to TIP’s and the shares of the Company and TIP will have equivalent privileges both in the form

of dividend and voting rights in material agendas regarding business operation.

Based on all of the above reasons, Financial Advisor views that the shareholders of TIP should

accept this tender offer. Nevertheless, whether or not to accept this tender offer based on judgement of the

shareholders. Shareholders should consider all information that is a part of Form 69/247-1 as well as other

information used in preparing this opinion of the financial advisor and must consider thoroughly prior to making

decisions.



Financial Advisor hereby certifies that we provided opinions on the appropriateness of the

Shareholding and Management Restructuring with professional discretion by considering the best interest of

the shareholders.

Yours sincerely,

Finansa Securities Limited

Mr. Kittipong Lertvanangkul

(Mr. Kittipong Lertvanangkul) President

Finansa Securities Limited

Ms. Tipawan Dokmaihom

(Ms. Tipawan Dokmaihom) Supervisor

3.11 - SET

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