News Detail

Date/Time
11 Oct 2019 08:54:00
Headline
Acknowledgement of the plan to pay an interim dividend and determine EGM No.2/2019 to consider and approve the acquisition of shares for the purpose of the acceptance of an entire business transfer from Thanachart Bank Public Company Limited(added)
Symbol
TMB
Source
TMB
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                Schedule of Shareholders' meeting

Subject                                  : Schedule of Extra-General Meeting of 
Shareholders
Date of Board resolution                 : 25-Sep-2019
Shareholder's meeting date               : 28-Nov-2019
Beginning time of meeting (h:mm)         : 14 : 00
Book closing date for the right to       : 09-Oct-2019
attend the meeting
Ex-meeting date                          : 07-Oct-2019
Significant agenda item                  :
  - Changing the director(s)
  - To consider and approve the amendment to clause 3. of the memorandum of 
association re: business objectives
- To consider and approve the acquisition of shares for the purpose of the 
acceptance of an entire business transfer from Thanachart Bank Public Company
Limited
Venue of the meeting                     : at The Auditorium, 7th Floor, 
Headquarters of TMB Bank Public Company Limited, at 3000 Phaholyothin Road,
Chompol, Chatuchak, Bangkok
Remark (Update)                          :
1.  Notwithstanding the foregoing, investors can usually trade in TMB shares on 
the stock exchange during the book closing period; however, they will be unable
to ask Thailand Securities Depository Co., Ltd., acting as securities registrar
for TMB, to change any record in the share register book until the EGM 2/2019 is
 closed.
2.   The BoD Meeting acknowledged a plan to pay interim dividends based on the 
operating results of TMB.  Initially, TMB expects to pay an interim dividend at
the rate of THB 0.03 per share to all shareholders whose names appear in the
share register book as at the record date for identifying the shareholders
eligible for dividend payment, currently, expected to fall on 2 December 2019,
at which time there will be both the existing ordinary shares of TMB and the new
shares to be issued as a result of the exercise of the TSRs. In this
connection, there will be a XD sign being posted on TMB's shares on the SET on
29 November 2019 for the purpose of collecting the names of shareholders who are
 entitled to receive the interim dividend.
However, TMB has temporarily closed its share register book on 9 October 2019 
until the end of the EGM 2/2019 in compliance with section 74 of the FIBA.
Therefore, the Board of Directors has not approved the payment of such interim
dividends in this BoD Meeting today because, pursuant to the Public Limited
Company Act B.E. 2535, as amended, the payment of dividend must be completed
within one month after it is approved by the Board of Directors.  The BoD
Meeting then decided to acknowledge such plan to pay the interim dividends and
resolved that this matter be proposed to the BoD Meeting again for consideration
and approval within 15 November 2019 which is a more appropriate time that will
 allow TMB to process the payment within the time period required by the law.
______________________________________________________________________

Change of director/Executive

      At Extraordinary General Meeting of Shareholders No. 1/2019 of 23 
September 2019, the shareholders approved an issuance and offering of TMB's new
ordinary shares to TBANK's existing shareholders.  After the completion of this
share offering, TMB's shareholding structure will change.  To mirror the change
in the shareholding structure as referred to above, the BoD Meeting has resolved
to propose that the EGM 2/2019 consider and approve the election of two
additional members, so that the new Board of Directors will consist of 14
members.  The two persons nominated for the directorship of TMB are currently in
the process of obtaining approvals from the BOT.  Once the BOT's approvals have
been obtained, TMB will further announce the details with respect to these two
nominated directors to the shareholders and public investors for further
consideration.  The new directors will take effect immediately on the date that
TMB's capital increase in relation to the share offering to TBANK's existing
shareholders is duly registered with the Department of Business Development,
Ministry of Commerce, which shall be no later than 31 January 2020.
    However, if the share offering to TBANK's existing shareholders is not 
completed and duly registered on 31 January 2020, the new directors as proposed
above will become null.
______________________________________________________________________
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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,
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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.