August 9, 2010
The Stock Exchange of Thailand
Re : Disclosure of connected transaction
TMB Bank Public Company Limited ("TMB") would like to disclose the
connected transaction between TMB and ING Funds (Thailand) Co., Ltd.
("ING Funds"), the detail as follow ;
1. The date on which the transaction occurred :
August 9, 2010
2. The parties involved :
Service Provider : TMB
Service Receiver : ING Funds
3. Relationship with the Bank and characteristics and scope of interests of
connected person :
The business between TMB and ING Funds, this entity is in the same group
of ING Bank N.V. , which is a major shareholder of TMB.
4. General explanation of the transaction:
TMB has been appointed as a mutual fund selling agent for ING Funds
base on the Distribution Agent Agreement dated 18 December 2007. In
order to be able to provide full-line of fund management services to clients,
TMB will offer service of Private fund and Provident fund to the Bank's
clients. TMB will refer our clients to ING Funds which act as a fund
manager, and receive fee in return. TMB and ING Funds agree to add fee
tables of provident fund and private fund service in this Amendment to
Distribution Agent Agreement. Additionally, ING Funds' right for
exclusivity is relaxed such that TMB can offer asset management products
of other Asset Management Companies to particular client segments of
5. Total value of the transaction:
Total transaction value is approximately 59.04 Million Baht, which is
greater than 0.03 % but below 3% of Net Tangible Assets, calculating from
the Net Tangible Asset of Baht 46,832.41 million referring from the
Reviewed Financial Statement ended March 31, 2010.
6. Opinion of the Board of Director of TMB in relation to the transaction:
The Meeting of the Board of Directors No.6/2010 convened on June 24,
2010 approved and gave opinion that the Amendment to Distribution
Agreement between TMB and ING Funds is a reasonable transaction for the
interests of TMB. This will provide TMB to be able to offer a full-line of
fund management services and a variety of products to clients. TMB will
receive more fee-based income which should benefit TMB's shareholder.
Besides, Mr. Philippe G.J.E.O.Damas, Mr. Williem Frederik Nagel and
Mr.Vaughn Nigel Richtor,the directors representing ING who also have
interest in this matter, did not attend and cast votes at the Meeting of the
Board of Directors of TMB when considering the transaction.
7. Opinions of the Audit Committee and/or directors of TMB who are of
different opinions from the directors as mentioned in Clause 6.
The opinions of the Audit Committee and/or directors are in accordance
with those of the directors as mentioned in Clause 6, and there are no other
directors who are of different opinions.
Please be informed accordingly
(M.L Ayuth Jayant)