23 Feb 2022 18:07:00
Determination of the Date and Agenda of the 2022 AGM of Shareholders in an e-AGM, Dividend Payment, Increase of the Registered Capital, Issuance and Allocation of Warrants to Purchase the Newly Issued Ordinary Shares of TTB No. 1 (TTB-W1)
Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 23-Feb-2022 Shareholder's meeting date : 12-Apr-2022 Beginning time of meeting (h:mm) : 14 : 00 Record date for the right to attend the : 09-Mar-2022 meeting Ex-meeting date : 08-Mar-2022 Significant agenda item : - Capital increase - Cash dividend payment - The issuance of convertible securities Venue of the meeting : electronic meeting (e-AGM) ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 23-Feb-2022 Number of additional common shares : 1,207,708,545 (shares) Total of additional shares (shares) : 1,207,708,545 Par value (baht per share) : 0.95 Type of allocated securities : Common shares Allocated to : Employee Stock Option Program (ESOP) Number of allotted shares (shares) : 241,479,800 Allocated to : Reserved shares for the exercise of convertible securities Number of allotted shares (shares) : 966,228,745 Remark : The allocation of up to 1,207,708,545 newly issued ordinary shares at a par value of THB 0.95 per share as detailed below: 1. Up to 966,228,745 shares to accommodate the share allocations under the issuance and allocation of the TTB-W1 Warrants to existing shareholders of TTB in proportion to their respective shareholdings, excluding shareholders the allocation of which would subject TTB to any obligations under the law of other jurisdictions (Preferential Public Offering (PPO)). 2. Up to the ongoing 241,479,800 shares to accommodate to the 2021 TMB Stock Retention Program and the 2019 TMB Stock Retention Program as detail below: 2.1 For allocations of 183,117,300 unallocated newly issued ordinary shares which will be allocated under the 2021 TMB Stock Retention Program, at offering price of THB 1.15 per share. In this regard, details of the 2021 TMB Stock Retention Program remains the same as terms and conditions determined in the Notice of the 2021 Annual General Meeting of Shareholders. 2.2 For allocations of 58,362,500 unallocated newly issued ordinary shares which will be allocated under the 2019 TMB Stock Retention Program, at offering price of THB 0.95 per share. In this regard, details of the 2019 TMB Stock Retention Program remains the same as terms and conditions determined in the Notice of the Extraordinary General Meeting of Shareholders No. 1/2019 and the Notice of the 2021 Annual General Meeting of Shareholders. ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 23-Feb-2022 Type of dividend payment : Cash dividend payment Record date for the right to receive : 22-Apr-2022 dividends Ex-dividend date : 21-Apr-2022 Payment for : Common shareholders Cash dividend payment (baht per share) : 0.038 Par value (baht) : 0.95 Payment date : 11-May-2022 Paid from : Operating period from 01-Jan-2021 to 31-Dec-2021 ______________________________________________________________________ Issued Convertible Securities Date of Board resolution : 23-Feb-2022 Type of allocated securities : Warrants Allocate to : Common shares' shareholders via Preferential Public Offering (PPO) Number of allotted warrants (units) : 966,228,745 Reserved shares for the exercise of : Common shares warrants Number of additional shares (shares) : 966,228,745 Ratio (Existing shares : Warrant) : 100.00 : 1.00 Record date for the right to receive warrants : 22-Apr-2022 Ex-rights date : 21-Apr-2022 Offering price (baht per unit) : 0.00 Description of warrants Warrant Symbol : TTB-W1 Name of warrant : Warrants to Purchase the Newly Issued Ordinary Shares of TMBThanachart Bank Public Company Limited No. 1 Exercise ratio (warrant : share) : 1.00 : 1.00 Exercise price (baht per share) : 0.95 Term of warrants : 3 years from the issuance date of the TTB-W1 Warrants Remark : The Bank reserves the right to not issue or allocate the TTB-W1 Warrants to any shareholder if such issuance or allocation will result in the Bank being subject to any obligations under the law of other jurisdiction. In this regard, the Bank has contemplated that no issuance or allocation of the TTB-W1 Warrants will be made to shareholders in the United States of America, Canada, the People's Republic of China, South Africa and other jurisdictions as the Bank may deem appropriate (which may include no issuance or allocation of the TTB-W1 Warrants to U.S. Persons as defined under Regulation S of the U.S. Securities Act of 1993). ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.