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Monday 28 October 2019 at 15.00 hrs.

at The Athenee Hotel, A Luxury Collection Hotel, Bangkok

61 Wireless Road (Witthayu), Lumpini, Pathumwan, Bangkok

Extraordinary General Meeting of

Contents

Page

Notice of the Extraordinary General Meeting of Shareholders No. 3/2019 to be held on 28 October 2019 1

Accompanying Documents for Meeting Agenda Minutes of the Extraordinary General Meeting of Shareholders No. 2/2019 on 26 September 2019 4

Profiles of the Company’s Auditors Proposed for Appointment for the Year 2019 11 (Accompanying documents for Agenda No. 1)

Accompanying Documents for Attending the Meeting Guidelines for Meeting Registration, Required Documents, Proxy Appointment, 14

and Vote Casting and Counting

Profiles of the Independent Directors Proposed by the Company to Serve as Proxy for Shareholders 20

Independent Director Definition 24

Map for the Meeting Venue 27 Attachment 1. Proxy Form B Enclosed

In case of any inquiry, please contact: Corporate Office Tel. 0-2257-9825 – 30

- Translation -

No. CC1/2019

18 October 2019

To: Shareholders

Notice of the Extraordinary General Meeting of Shareholders No. 3/2019

The Board of Directors of SCB Life Assurance Public Company Limited (the “Company”) passed a resolution to convene the Extraordinary General Meeting of Shareholders No. 3/2019 on 28 October 2019 at 15.00 hrs. at the Athenee Hotel, A Luxury Collection Hotel, Bangkok, located at 61 Wireless Road, Khwaeng Lumpini, Khet Pathumwan, Bangkok 10330, to consider the following agenda items:

Agenda No.1 : To consider and approve the appointment of an external auditor for the fiscal year-end 2019 and the audit fee

Facts and Rationale : The Board of Directors have considered to propose to the Extraordinary General Meeting of Shareholders No. 3/2019 to consider appointing the new external auditor for the year-end 2019 and determining the audit fee that is deemed appropriate, as follows.

1. Miss Rachada Yongsawadvanich, CPA Thailand, Registration No. 4951; and/or 2. Miss Somjai Khunapasut, CPA Thailand, Registration No. 4499; and/or 3. Miss Narissara Chaisuwan, CPA Thailand, Registration No. 4812,

all of whom are associated to EY Office Limited and any one of them is authorized to perform the audit and express an opinion on the annual financial statement of the Company.

The maximum audit fee for the services above is as follows.

(Unit: Baht) Year 2019

Statutory audit of financial statements 1. Audit Opening Balance, Annual Audit and Review Annual Report 5,200,000 Risk Based Capital 2. Risk Based Capital - Annual Audit 1,800,000 Grand Total at the maximum as follows 7,000,000

- 2 -

The new external auditor shall be appointed for the year-end 2019 audit and the appointment shall be effective immediately upon passing of the resolution. The auditor(s) from KPMG Phoomchai Audit Ltd. will continue to be the auditor of the Company until the completion of the third quarter of 2019 review by 15 November 2019.

For the profile of persons being nominated as auditors for the fiscal year-end 2019, please refer to the Accompanying documents for Agenda No.1.

Opinion of the Board of Directors : The Board of Directors deemed that it is appropriate to propose to the meeting of shareholders to consider and approve the appointment of an external auditor for the year-end 2019 and determination of audit fee as proposed.

Required Votes for Resolution: The resolution for this agenda item requires the approval of majority votes of shareholders who attend the meeting and cast their votes.

Agenda No. 2 : To consider and approve the directors’ remuneration for the year 2019

Facts and Rationale : Article 27 of the Company’s Articles of Association stipulates that a director is entitled to remuneration pursuant to the consideration of the shareholders meeting. The Board has formulated the policy and ruled that the remuneration to be provided to members of the Board and the Board committees must be at an appropriate level and in line with their functional duties pursuant to the expectations of various groups of stakeholders and in compliance with the relevant laws and regulations whereby the remuneration shall be reviewed on a yearly basis.

In addition, as the directors who are also the Company or FWD Group’s employees have already received compensations from the Company or FWD Group in the form of salaries and other fringe benefits, the directors’ remuneration for the year 2019 will be payable only to those who are not the employee of the Company or FWD Group, with the effect from October 2019 onward.

The directors’ remuneration shall be payable for the year 2019 subject to the table below, which will be paid on a monthly basis or otherwise determined by the Company from time to time.

Board of Directors1

(Baht per annum) Board Committee1 (Baht per annum)

Chairman 1,209,884 620,453 Director 806,589 465,340

Note: (1) Directors’ remuneration excludes directors who are the employees of the Company or FWD Group

- 3 -

Opinion of the Board of Directors : The Board of Directors deemed that it is appropriate to propose to the meeting of shareholders to consider and approve the directors’ remuneration as proposed.

Required Votes for Resolution: The resolution for this agenda item requires the approval votes of not less than two-thirds of the total number of votes of shareholders who attend the meeting.

Agenda No. 3 : Other business (if any)

All shareholders are hereby invited to attend the meeting on the date, and at the time and place

mentioned above. Should there by any shareholder unable to attend the meeting, such shareholder may

appoint another person or the Company’s independent director, namely Ms. Amornthip Chansrichawla and

Mr. Utid Tamwatin as his/her/its proxy to attend the meeting on his/her/its behalf by completing and signing

the attached Proxy Form and submitting such Proxy Form to the Company’s officer at the registration counter

before the commencement of the meeting.

Yours faithfully,

SCB Life Assurance Public Company Limited

- Signature -

( Mr. Peter Karl Grimes )

Chairman of the Board of Directors

1

(Translation)

Extraordinary General Meeting of Shareholders No. 2/2562 SCB Life Assurance Public Company Limited

26 September 2019 Siam Kammachon Room 2, 22nd Floor,

The Siam Commercial Bank Public Company Limited, Headquarters, 9 Ratchadapisek Road, Kwaeng Jatujak,

Khet Jatujak, Bangkok Khunying Jada Wattanasiritham, Chairperson of the Board, chaired the meeting attended by

the following directors and senior executives.

The following 10 directors were present at the meeting:

1. Khunying Jada Wattanasiritham Chairperson of the Board; and Independent

Director

2. Mr. Anucha Laokwansatit Vice Chairperson of the Board

3. Mr. Utid Tamwatin

Independent Director; Chairperson of the

Audit Committee; and Nomination,

Compensation and Corporate Governance

Committee Member

4. Mr. Weerawong Chittmittrapap

Independent Director; and Chairperson of

the Nomination, Compensation and

Corporate Governance Committee

5. Mr. Verachai Tantikul

Director; Audit Committee Member; and

Nomination, Compensation and Corporate

Governance Committee Member

6. Mr. Amornthip Chansrichawla

Independent Director; and Audit Committee

Member

7. Mr. Jens Lottner

Director

8. Mr. Vitoon Pornsakulvanich

Director

9. Mr. Narong Srichukrin

Director

10. Mr. Sathian Leowarin Director; and Chief Executive Officer

(Translation)

2

The following seven senior executives were present at the meeting:

The Chairperson of the Meeting thanked shareholders who attended the Extraordinary

General Meeting of Shareholders before informing the meeting that 33 shareholders who

together held 65,949,961 shares, which accounted for 99.1729 percent of the Company’s

total shares offered, had attended the meeting either by themselves or by proxy. This thus

formed a quorum as prescribed by the Company’s Articles of Association. The Chairperson

of the Meeting thereby announced the Extraordinary General Meeting of Shareholders

(EGM) No. 2/2562 opened.

The meeting started at 9.00 a.m.

The Chairperson of the Meeting introduced directors and senior executives present at the

meeting before entrusting the Secretary of the Meeting (Ms. Angkana Tepprasertwangsa) to

explain voting procedures in each agenda, which would be regarded as voting rules for the

meeting. Their essence was as follows.

Clause 47 of the Articles of Association stipulated that making a final decision or

adopting the meeting's resolution was to be done by voting. Regardless how the voting

was carried out, one share shall always be equal to one vote.

When voting was carried out in each agenda, the Chairperson of the Meeting would ask if

any shareholder or a proxy might disagree or wish to abstain from voting in that agenda.

Shareholder or proxy wishing to do so shall raise hands to identify himself to staff, who

1. Mr. Lee Tse Tiong

Chief Financial Officer

2. Mr. Keilic Wong

Chief Actuarial Officer

3. Mr. Tuen Sean Chua Chief Transformation Officer and Acting Chief Strategy Office

4. Mr. Pongchai Koohachaiskun Executive Vice President,

Head of Life Insurance Administration Group

5. Mr. Sahapol Polpathapee

Executive Vice President,

Head of Agency Group

6. Mr. Kna Knekul

Executive Vice President, Head of SCB Business Group

7. Ms. Nuanpong Chotirat

Executive Vice President,

Head of Information Technology Group

(Translation)

3

would pick up his/her voting slip to record a vote. Shareholders or proxies who did not

raise hands to present themselves or who did not submit a voting slip would be

considered voting for the agenda.

If a shareholder had authorized a proxy to attend the Meeting on his/her behalf and that

he/she did vote in a proxy form as required by the rules, the Company would no longer

distribute a voting slip for his/her proxy in a relevant agenda since the vote had duly

been recorded as expressed by the shareholder’s intent.

Vote counting of meeting agendas in the EGM was classified into two categories as

prescribed in the Public Limited Company Act, B.E 2535 (1992). Details were as follows.

1. Agendas that required majority votes of shareholders attending the meeting with

voting rights were Agenda 2 and 3. In this regard, the Company would compute

votes from shareholders with voting rights who had voted for or against the

agendas only. In other words, shareholders voting abstention would not have their

votes counted.

2. Agenda that required no less than three-fourths of all votes of shareholders

attending the meeting with voting rights was Agenda 1. In this regard, the Company

would compute votes from shareholders attending the meeting with voting rights,

who had voted for, against and who abstained from voting.

When all votes in each agenda were gathered, the Secretary of the Meeting would report

voting results to the meeting before proceeding to the next agenda.

A number of shareholders or proxies in each agenda may not be equal since additional

shareholders or proxies may join the meeting, or some may leave the meeting before it

ended. Shareholders or proxies leaving the Meeting before it ended were requested to

register their departure and return all remaining voting slips to staff at the registration

counter.

The meeting did not contain an agenda in which the meeting agendas would be

seconded, which was in compliance with the Company practices since 2015. The

Company had already attached the Minutes of the EGM No. 1/2562, which was the latest

meeting being held, with the notice to attend this Meeting.

The Chairperson of the Meeting requested the meeting to consider meeting agendas as

stated in the notice to attend this meeting as follows.

(Translation)

4

Agenda 1. To consider and approve the Company’s Articles of Association

The Chairperson of the Meeting asked the meeting to consider amending the Articles of

Association. Mr. Sathian Leowarin, Chief Executive Officer, was requested to present details

to the meeting, which could be summarized as follows.

The Company had sought and subsequently received approval from the Office of Insurance

Commission (OIC) to have a non-Thai person, namely, FWD Group Financial Services Pte.

Ltd. (a Singaporean national), together with a non-Thai person, to jointly hold up to 49% of

the Company’s total offered shares with voting rights. In addition, non-Thai persons

accounting for more than one-fourth but not exceeding half of the entire number of board

members were approved to be board directors.

As a result, the Company needed to amend Clause 18 of its Articles of Association to reflect

the OIC’s approval that allowed the Company to have non-Thai persons sit as board

directors for more than one-fourth but not exceeding half of its entire board members.

Details of the amendment were as follows.

Previously: “Clause 18. The Company may have a Board of Directors of which a number of

members will be as prescribed by the Shareholders’ Meeting but not fewer than five.

Directors may or may not be the Company’s shareholder. However, no fewer than three-

fourths of all directors must be Thai nationals. No fewer than half of all directors must have

a domicile in the Kingdom.”

Amending to: “Clause 18. The Company may have a Board of Directors of which a number of

members will be as prescribed by the Shareholders’ Meeting but not fewer than five.

Directors may or may not be the Company’s shareholder. The number of Thai national

directors will be at a ratio prescribed by the laws on life insurance. No fewer than half of all

directors must have a domicile in the Kingdom.”

The Chairperson of the Meeting proposed the meeting to approve the amendment of the

Articles of Association based on the proposed details.

The meeting resolved to approve the amendment with no less than three-fourths of all votes

of shareholders attending the meeting with voting rights. Details are as follows.

For totaling 65,964,292 votes accounting for 100.0000%

Against totaling 0 vote accounting for 0.0000%

Abstention totaling 0 vote accounting for 0.0000%

(Translation)

5

Agenda 2: To consider and approve the amendment of a number of board directors

and the appointment of new directors

The Chairperson of the Meeting asked the meeting to approve the amendment of a number

of board directors, and to appoint new directors. In this regard, Mr. Sathian Leowarin, Chief

Executive Officer, was requested to present details to the meeting, which could be

summarized as follows.

On September 6, 2019, the Company received resignation letters from seven directors,

namely, 1) Khunying Jada Wattanasiritham; 2) Mr. Anucha Laokwansatit; 3) Mr. Verachai

Tantikul; 4) Mr. Narong Srichukrin; 5) Mr. Jens Lottner; 6) Mr. Vitoon Pornsakulvanich; and

7) Mr. Sathian Leowarin. The resignation would be effective from September 26, 2019.

The following four were nominated to the Shareholders’ Meeting to consider appointing

them as new directors:

1. Mr. Peter Karl Grimes Director

2. Mr. Damis Jacobus Ziengs Director

3. Mr. Pongchai Koohachaiskun Director

4. Mr. David John Korunic Director

These four new directors when combined with the three current independent directors

would reduce the number of board members from 10 to seven.

Profiles and work experiences of the four persons nominated as new directors had been

sent out to shareholders as an attachment to the notice to attend the meeting.

Upon the appointment of the new directors, the Company’s board directors would be as

follows.

1. Mr. Peter Karl Grimes Director

2. Mr. Damis Jacobus Ziengs Director

3. Mr. Utid Tamwatin Director

4. Mr. Weerawong Chittmittrapap Director

5. Mr. Amornthip Chansrichawla Director

6. Mr. Pongchai Koohachaiskun Director

7. Mr. David John Korunic Director

The Chairperson of the Meeting explained to the meeting that the voting to appoint new

directors in this agenda would be made individually where each director would be voted

one by one. As soon as shareholders finished exercising their votes for all nominated

(Translation)

6

persons, shareholders who did not agree or who wished to abstain from voting may raise

their hands to identify themselves. Staff would then pick up all voting slips at once to record

votes cast for the appointment of each director.

The meeting resolved to approve the appointment of four new directors, which would

amend the number of board directors from 10 to 7. This shall become effective from the day

the Shareholder’s Meeting resolved to approve the matter with majority votes of

shareholders attending the meeting with voting rights. Voting details for each director were

as follows:

1. Mr. Peter Karl Grimes

For totaling 65,988, 866 votes accounting for 100.0000%


Abstention totaling 0 vote

2. Mr. Damis Jacobus Ziengs




3. Mr. Pongchai Koohachaiskun




4. Mr. David John Korunic




Agenda 3: To consider and approve the amendment of directors with authority to sign

and bind the Company

The Chairperson of the Meeting asked the meeting to approve the amendment of directors

with authority to bind the Company. Mr. Sathian Leowarin, Chief Executive Officer, was

requested to present details to the meeting, which could be summarized as follows.

To correspond with the amendment of directors in Agenda 2, and to comply with Clause 39

of the Articles of Association, which required two directors to jointly sign documents with a

binding effect, the Company needed to amend the names of board directors with authority

to bind the Company as follows:

(Translation)

7

Previously: “Two out of the following four persons, namely, Mr. Anucha Laokwansatit or Mr.

Narong Srichukrin or Mr. Sathian Leowarin or Mr. Vitoon Pornsakulvanich, shall jointly sign

to bind the Company.”

Amending to: “Two out of the following four persons, namely, Mr. Peter Karl Grimes or Mr.

Damis Jacobus Ziengs or Mr. David John Korunic or Mr. Pongchai Koohachaiskun, shall

jointly sign to bind the Company.”

The EGM resolved to approve the amendment of directors with authority to sign on behalf of

the company with effect from the day the meeting resolved with majority votes of

shareholders attending the meeting and casting their votes as follows.




The Chairperson of the Meeting informed shareholders that all agendas in the notice to

attend the meeting had been duly considered.

Since no shareholder had further question, the Chairperson of the Meeting thanked

shareholders who attended the meeting and proposed that the meeting be adjourned.

The meeting was adjourned at 10.00 a.m.

Signature Chairperson of the Meeting

(Khunying Jada Wattanasiritham)

Signature Secretary of the Meeting

(Ms. Angkana Tepprasertwangsa)

- 11 -

Accompanying documents for Agenda No. 1

Profiles of the Company’s Auditors Proposed for Appointment for the Year 2019

Name – Last name Miss Rachada Yongsawadvanich Audit Firm EY Office Limited Current Position Partner CPA No. 4951 Education - Master of Science in Finance, Thammasat

University - Master of Business Administration, Assumption

University Experiences Having experience in the audit of companies in

financial service industry, including insurance, banking and securities businesses

Relationship or interest or transaction with the Company that may create a conflict of interest with the Company, the Company’s subsidiary companies, executives, major shareholders or any persons related thereto.

None

Remark: Information as of 11 October 2019

- 12 -



Name – Last name Miss Somjai Khunapasut Audit Firm EY Office Limited Current Position Partner CPA No. 4499 Education - Bachelor of Accounting, Chulalongkorn University

- Master of Accounting, Thammasat University Experiences Having experience in the audit of companies in

financial service industry, including insurance, banking, securities and leasing businesses

Relationship or interest or transaction with the None Remark: Information as of 11 October 2019

- 13 -



Name – Last name Miss Narissara Chaisuwan Audit Firm EY Office Limited Current Position Partner CPA No. 4812 Education - Bachelor of Accounting, Thammasat University

- Master of Accounting, Chulalongkorn University Experiences Having experience in the audit of companies in

financial service industry, including insurance business

Relationship or interest or transaction with the None Remark: Information as of 11 October 2019

- 14 -

Guidelines for Meeting Registration, Required Documents, Proxy Appointment,

and Vote Casting and Counting

For Extraordinary General Meeting of Shareholders No. 3/2019

SCB Life Assurance Public Company Limited

28 October 2019

A) Registration and Documents Required to be Shown prior to Attending the Meeting

The Company will open the registration counter for meeting attendance and document examination at

13.30 hours at the Athenee Hotel, A Luxury Collection Hotel, Bangkok, located at 61 Wireless Road,

Khwaeng Lumpini, Khet Pathumwan, Bangkok 10330, as per the attached map.

A barcode system for meeting attendance registration will be applied by the Company for

convenience and in order to speed up the registration process. Therefore, each shareholder is required to bring

the document on which the relevant barcode is printed previously delivered by the Company

(as enclosed herewith the notice of this meeting) for the meeting registration.

Documents required for the meeting registration and attendance (as the case may be)

1. In the event that the shareholder is a natural person:

1.1 Attendance in person by shareholder:

An unexpired photo-ID document of shareholder issued by a governmental authority such as a

national identification card, a driving license, an international driving license, a foreigner

identification card, or a passport.

1.2 Attendance by proxy:

(a) a Proxy form B (the form which is attached to the notice of this meeting), that is

completely filled in and signed by the proxy grantor and the proxy, and affixed with

Baht 20 revenue stamp;

(b) a photocopy of identification document of the proxy grantor issued by a

governmental authority with the details specified in clause 1.1 above and certified as

true and correct by the proxy grantor; and

(c) an identification document of the proxy issued by a governmental authority with the

details specified in clause 1.1 above.

2. In the event that the shareholder is a juristic person:

2.1 Attendance in person by authorized representative of shareholder:

(a) an identification document of such authorized representative issued by a

governmental authority with the details specified in clause 1.1 above; and

(b) a photocopy of the Affidavit or Certificate of Incorporation of the shareholder issued

by the Ministry of Commerce or a competent authority of the country where such

juristic person is situated or an officer of such juristic person in which the information

as to the name, the person(s) having power to sign or to act on behalf of such juristic

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person, including any condition or limitation thereof, the address of the head office,

etc. must be specified. The issuing date of such document must not be later than 1

year prior to the shareholders meeting date, and such document must be certified as

true and correct by such authorized representative.

2.2 Attendance by proxy:

(a) a Proxy Form B (the form which is attached to the notice of this meeting) that is

completely filled in and signed by the proxy grantor and the Proxy, and affixed with

Baht 20 revenue stamp;

(b) a photocopy of the Affidavit or Certificate of Incorporation of the shareholder issued

by the Ministry of Commerce, a competent authority of the country where such

juristic person is situated or an officer of such juristic person in which the information

as to the name, the person(s) having power to sign or to act on behalf of such juristic

person, any condition or limitation thereof, and the address of the head office, etc.

must be specified. The issuing date of such document must not be later than 1 year

prior to the shareholders meeting date, and such document must be certified as true

and correct by the authorized representative of such juristic person. The document

shall also state that the authorized representative who signed the proxy form truly has

the authority to act on behalf of the juristic person being the shareholder;

(c) a photocopy of unexpired identification document of the authorized representative

who signed the proxy form issued by a governmental authority with the details

specified in clause 1.1 above and certified as true and correct by the authorized

representative; and

(d) an identification document of the proxy issued by a governmental authority with the

details specified in clause 1.1 above.

3. In the event that a custodian in Thailand is appointed by the shareholder:

(a) a Proxy Form C referred to in clause B) "Appointment of Proxy" below that is completely

filled in and signed by the proxy grantor and the proxy, and affixed with Baht 20 revenue

stamp;

(b) a confirmation letter as to the fact that the custodian has obtained a license to undertake or

engage in custodian business;

(c) a photocopy of Affidavit or Certificate of Incorporation of the custodian issued by the

Ministry of Commerce not later than 1 year prior to the shareholders meeting date and

certified as true and correct by the authorized representative of the custodian or the attorney-

in-fact (if a power of attorney is presented and empowers the attorney-in-fact to certify the

document);

(d) a photocopy of identification document of the authorized representative of the custodian

issued by a governmental authority with the details specified in clause 1.1 above and certified

as true and correct by the authorized representative;

(e) a photocopy of an unexpired power of attorney of the custodian should there be an

appointment of attorney-in-fact to act on behalf of the custodian, certified as true and correct

by the authorized representative of the custodian or the attorney-in-fact (if a power of attorney

is presented and empowers the attorney-in-fact to certify the document), and a photocopy of

- 16 -

the identification document of the attorney-in-fact issued by a governmental authority with

the details specified in clause 1.1 above and certified as true and correct by the attorney-in-

fact; and

(f) an identification document of the proxy issued by a governmental authority with the details

specified in clause 1.1 above.

Should any document presented not be made in Thai or English, English translation thereof certified

as a correct translation by the authorized representative of the relevant juristic person must also be made and

attached.

The Company shall refuse the registration and not allow the shareholder and/or the proxy to

attend the shareholders meeting in any of the following cases:

1. the photocopy of the Affidavit or Certificate of Incorporation of the shareholder issued by the

Ministry of Commerce, or a competent authority of the country where such juristic person is

situated (in case of a foreign juristic person) or an officer of such juristic person is dated later

than a period of 1 year prior to the shareholders meeting date; or

2. the proxy form is not signed or executed by the proxy grantor; or

3. there is any change in material information contained in the proxy form without the proxy

grantor' s signature certifying on every change; or

4. the identification document of the proxy grantor and/or the proxy required for the registration

as specified by the Company are lacking or incomplete.

B) Appointment of Proxy

1. Appointment of another person as a proxy:

1.1 A proxy grantor must appoint and authorize only one proxy to attend the meeting and

cast the votes on his/her/its behalf and the number of shares held by such a proxy

grantor cannot be split for more than one proxy in order to separate the votes.

1.2 A proxy grantor must fill in information in the proxy form and the signatures of both

the proxy grantor and the proxy must be placed correctly and completely therein.

1.3 A proxy grantor must place signature on the place on which there is any amendment

as to the vote casting of the relevant agenda. Should there be no appearance of such

signature, it will be deemed as "the person not entitled to vote" in such agenda.

1.4 A proxy must present and hand-deliver the completed proxy form to the officer of the

Company at the place of meeting prior to attending the meeting.

2. Proxy form

The Company has prepared proxy forms based on those prescribed in the Notification of the

Business Development Department, Re: Proxy Form (No. 5), B.E. 2550 (2007) pursuant to which

there are three forms of proxy the shareholder may use:

Proxy Form A is a general and simple form;

Proxy Form B is the form in which each particular matter in detail is specified; and

- 17 -

Proxy Form C is to be applied in the case that a foreign shareholder appoints a

custodian in Thailand to take deposit and take care of shares.

A copy of Proxy Form B has been delivered to each of the shareholders by the Company in

order that any shareholder who is unable to attend the meeting in person can appoint any other person

or any one of the Company’s independent directors (the list of such Company’s independent directors

is as specified by the Company) as a proxy to attend and cast the votes on behalf of the shareholder in

the meeting.

In the event that a shareholder wishes to appoint a proxy in general, such shareholder may

apply Proxy Form A. Should a shareholder be a foreign investor for which a custodian of the shares in

Thailand is appointed, such shareholder may download and use Proxy Form C available at

http://www.scblife.co.th

3. Appointment of the Company's independent director(s) as a proxy

3.1 A proxy grantor must specify name and information of the Company’s independent

director in order to appoint a proxy. Name and information of such independent

director are as follows:

(1) Miss Amornthip Chansrichawla

Independent Director, 54 years of age, residing at 9/1, Soi Phrom Phak,

Khwaeng Klongton Nuea, Khet Wattana, Bangkok

(2) Mr. Utid Tamwatin

Independent Director, 70 years of age, residing at 13, Inthamara Soi 40,

Suthisan Road, Khwaeng Din Daeng, Khet Din Daeng, Bangkok

3.2 A proxy grantor must fill in and sign the proxy form and put the completed proxy

form as well as the documents required into the business reply envelope delivered by

the Company together with the notice of this meeting, seal and then deliver it via post

to the Company Secretary without having to affix any postage stamp. Kindly send

such sealed envelope in advance so that the Company can receive it by 25 October

2019.

C) Vote Casting and Counting

1. Vote casting

1.1 In order to cast the votes in each agenda item, the Chairman will ask the shareholders

and the proxies thereof in the meeting whether there is anyone who wish to cast

disapproval or abstention votes or not. If there is so, such person is requested to raise

their hands:

If there is any shareholder or proxy showing his/her hand for disapproval or

abstention votes, such shareholder or proxy must record or mark his/her votes

for disapproval or abstention votes in the ballots given to the shareholders

prior to attending the meeting room, and hand deliver such ballots to the

Company’s officer(s). Any shareholder or proxy who fails to deliver the

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ballots to the Company’s officer(s) shall be deemed as a shareholder or proxy

who approves such agenda item.

If there is no shareholder or proxy showing his/her hand for disapproval or

abstention votes, and no shareholder cast his/her votes in advance in the

proxy form, for disapproval or abstention votes, it shall be deemed that the

meeting unanimously resolves to approve such agenda item as proposed by

the Chairman.

1.2 If a proxy grantor does not specify his/her/its intention as to how to vote on an agenda

item in the proxy form or such intention is not clearly specified therein, or there is

any matter other than those specified in the proxy form which is to be considered and

resolved in the meeting, or there is any change or amendment to any fact in the

meeting, the proxy will be entitled to consider and vote on such agenda item as the

proxy may deem appropriate.

1.3 In the event that a shareholder appoints a proxy to attend and vote on his/her/its

behalf pursuant to his/her/its intention to cast approval, disapproval, or abstention

vote (as the case may be) as marked in the proxy form for the relevant agenda item in

compliance with the regulations, the Company will record and collect such vote as

marked or specified by the shareholder in the proxy form in advance, and the

Company will not provide the proxy with the ballot for such agenda item.

2. Vote Counting

2.1 A barcode system will be applied by the Company for counting votes.

2.2 One share shall be counted as one vote.

2.3 The vote counting in each agenda item for this meeting will be divided into 2

categories as follows:

In the event of the agenda item for which a simple majority vote of

shareholders who attend the meeting and cast their votes is required

(according to Section 107 (1) of the Public Limited Companies Act, B.E.

2535 (1992), only the number of approval and disapproval votes cast by the

shareholders will be applied as the base number of votes for calculation

purpose exclusive of the number of abstention votes.

In the event of the agenda item for which a vote of not less than two-thirds of

the total number of votes of shareholders who attend the meeting is required

(according to Section 90 of the Public Limited Companies Act, B.E. 2535

(1992), the total number of votes of the shareholders who attend the meeting

will be applied as the base number of votes for calculation purpose where all

of the approval, disapproval and abstention votes will be included.

2.4 Any vote casting in the manner stated below shall be deemed as the vote cast by "the

person not entitled to vote":

Shareholders attending the meeting in person

There is more than one type of vote cast in the ballot.

Proxy

There is a vote cast by the proxy grantor in the proxy form and there is also

an amendment to such vote without the proxy grantor's signature on the place

of amendment; or

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If the proxy grantor does not indicate the voting decision in the proxy form

and delegates the proxy to cast the vote in the meeting but:

- there is more than one type of vote cast in the ballot (exception

applies to vote casting by custodian); or

- the number of votes cast in the ballot is more than the number of

shares entitled to vote (in case of custodian).

2.5 The Chairman of the meeting or any other person assigned by the Chairman will

announce the voting results of each agenda item after the voting of such agenda item

has ended.

The Chairman of the meeting or any other person assigned by the Chairman will brief the

shareholders as to the method of vote casting and counting prior to the beginning of the first agenda

item.

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Profiles of the Independent Directors Proposed by the Company to Serve as Proxy for Shareholders

Name – Last name Ms. Amornthip Chansrichawla

Type of director Independent Director

Age 54 years old

Nationality Thai

Address 9/1 Soi Phrom Phak, Khwaeng Khlong Tan Nue, Khet Watthana, Bangkok

Education - B.Sc., New York University, U.S.A.

- M.B.A., New York University, U.S.A.

- Advanced Management Program, Harvard Business School, U.S.A.

- Fellow, Society of Actuaries U.S.A.

- Thailand Insurance Leadership Program, OIC Advanced Insurance Institute, Office of Insurance Commission (OIC)

Training courses for directors - Director Certification Program, Thai Institute of Directors Association

Term of Directorship - 9 years

Experiences - Member, Finance and Investment Committee, Thai General Insurance Association

- Consultant, Account, Finance and Investment Committee, Thai General Insurance Association

- Member, The Insurance Premium Rating Bureau

Positions in other listed companies - None

Positions in non-listed companies - Senior Executive Vice President, Mittare Insurance Public Company Limited - Member, Society of Actuaries of Thailand, Office of Insurance Commission (OIC)

Positions in rival companies/ insurance-related companies

- None

Shareholding of SCB Life Assurance Public Company Limited

- None

% of total shares with voting rights - None

Legal dispute in criminal cases (other than criminal cases with petty offences)

- None

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Meeting Attendance from 1 January - 30 June 2019 - 6 out of 8 Board of Directors Meetings

- 4 out of 4 Audit Committee Meetings

Performance during Directorship - Ms. Amornthip Chansrichawla has used his knowledge and expertise in insurance business, and provided valuable perspective as an independent director and audit director.

Conflict of interest against any agenda - None

Type of relationship of Independent Director

- Having the following interests in the Company, parent company, or any legal entities that have conflicts, at present or in the past 2 years (1) Being a director that takes part in managing day-to-day operation, or being an employee, or advisor

who receive a regular salary or fee. (2) Being a professional service provider (3) Having the significant business relations that may affect the ability to perform independently

- No

- No

- None

Remark: Information as of 30 September 2019

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Profiles of the Independent Directors Proposed by the Company to Serve as Proxy for Shareholders

Name – Last name Mr. Utid Tamwatin

Type of director Independent Director

Age 70 years old

Nationality Thai

Address 13 Inthamara Soi 40, Suthisan Road, Khwaeng Din Daeng, Khet Din Dang, Bangkok

Education - LL.B. (Honour), Thammasat University - LL.M., University of California, Berkeley, U.S.A. - Ph.D., Industrial Business Administration, King Mongkut's Institute of Technology

Ladkrabang - Barrister at Law, Institute of Legal Education of the Thai Bar - Thailand National Defence College (WorPorOr. 399)

Training courses for directors - Director Certification Program, Thai Institute of Directors Association

Term of Directorship - 10 years

Experiences - Consultant, Ladawan Fund Co., Ltd., Crown Property Bureau - Asian University Council Committee

Positions in other listed companies - None

Positions in non-listed companies - Director, Pan Rajdhevee Group Public Company Limited - Director, Delmon Siam Co., Ltd. - Director, Kempin Siam Co., Ltd.

Positions in rival companies/ insurance-related companies

- None

Shareholding of SCB Life Assurance Public Company Limited

- None

% of total shares with voting rights - None

Legal dispute in criminal cases (other than criminal cases with petty offences)

- None

Meeting Attendance from 1 January - 30 June 2019 - 5 out of 8 Board of Directors Meetings

- 4 out of 4 Audit Committee Meetings

- 2 out of 2 Nomination, Remuneration, and Corporate Governance Committee Meetings

Performance during Directorship - Mr. Utid Tamwatin has used his legal knowledge and expertise in performing his duty as an independent director; nomination, remuneration, and corporate governance director; and audit director.

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Conflict of interest against any agenda - None

Type of relationship of Independent Director

- Having the following interests in the Company, parent company, or any legal entities that have conflicts, at present or in the past 2 years (1) Being a director that takes part in managing day-to-day operation, or being an employee, or advisor

who receive a regular salary or fee. (2) Being a professional service provider (3) Having the significant business relations that may affect the ability to perform independently

- No

- No

- None

Remark: Information as of 30 September 2019

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Independent Director Definition

The definition of “independent director” of SCB Life Assurance Public Company Limited (the “Company”) is according to the Insurance Commission’s Notification Re: Rules, Procedures and Conditions on the Acceptance of Payment, Payment, Audit and Internal Control of Life Insurance Companies B.E. 2557, which contains the following criteria of the person who could be an independent director of the Company:

(a) Must not hold shares in excess of 1% (one percent) of the total number of voting shares of the

Company, or the Company’s parent company, subsidiary company, associated company, major shareholder, or controlling person, whilst the number of shares held by any related person of such independent director must also be counted.

(b) Is not and has not been a director participating in management role, or an employee, an officer, an

advisor who receives regular salary, or a person having controlling power, of the Company or the Company’s parent company, subsidiary company, associated company, a subsidiary company in the same level, major shareholder, or controlling person, unless such an independent director has not possessed the characteristics referred to above for at least two years prior to the date on which such an independent director is appointed as independent director, provided always that such prohibited characteristics shall not apply to an independent director who used to be a government officer or an advisor to a government authority, which is a major shareholder or the controlling person of the Company.

(c) Is not a person having blood relationship or relationship through legal registration as a father, mother,

spouse, sibling, and child, including as a spouse of a child, of any directors, management person, major shareholder, or any controlling person, or the person being nominated to be a management person or a controlling person of the Company or the Company’s subsidiary company.

(d) Does not have and has not had any business relationship with the Company or the Company’s

parent company, subsidiary company, associated company, major shareholder, or controlling person in the manner in which his/her independent discretion might be affected, and is not and has not been a significant shareholder or a controlling person of the person that has business relationship with the Company, or the Company’s parent company, subsidiary company, associated company, major shareholder, or controlling person, unless such an independent director has not possessed the characteristics referred to above for at least two years prior to the date on which such an independent director is appointed as independent director.

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A business relationship referred to in (d) above shall include any trading transaction in the ordinary course of business for any lease taking or lease out of any immovable property, any transaction relating to asset or service, or granting or accepting any financial support by way of either borrowing, lending, guaranteeing, or collateral providing, including any other act in similar manner thereto, that could result in a creation of the Company’s obligation or the obligation of its counterparty, to repay its debt to the other party in an amount equal to three percent or more of the net tangible asset value of the Company or Baht twenty million or more, whichever is lesser.

(e) Is not and has not been an auditor of the Company or the Company’s parent company, subsidiary company, associated company, major shareholder, or controlling person, and is not a significant shareholder, a controlling person, or a partner of any auditing firm or office for which the auditor of the Company, or the Company’s parent company, subsidiary company, associated company, major shareholder, or controlling person is working, unless such an independent director has not possessed the characteristics referred to above for at least two years prior to the date on which such an independent director is appointed as independent director.

(f) Is not and has not been any professional service provider, including legal or financial advisor who

obtains fee of more than Baht two million per year from the Company or the Company’s parent company, subsidiary company, associated company, major shareholder, or controlling person, and not be a significant shareholder, or a controlling person, or a partner of any of such professional service provider, unless such an independent director has not possessed the characteristics referred to above for at least two years prior to the date on which such an independent director is appointed as independent director.

(g) Is not a director appointed as a representative of a director of the Company, a representative of a

major shareholder of the Company, or a representative of a shareholder of the Company who is a related person of a major shareholder of the Company.

(h) Does not engage in any business the nature of which is the same as that of the Company or the

Company’s subsidiary company and which, in any material respect, is competitive with the business of the Company or the Company’s subsidiary company, or not be a significant partner in a partnership, or a director participating in any management role, an employee, an officer, an advisor obtaining regular salary from, or a shareholder holding more than one percent of the shares with voting rights of other company engaging in any business the nature of which is the same as that of

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the Company or the Company’s subsidiary company and which, in any material respect, is competitive with the business of the Company or its subsidiary company.

(i) Does not have any other characteristics which may restrict such person from offering independent

comment or opinion on the Company’s operations. After being appointed as an independent director of the Company with the qualifications stated in (a) to (i)

above, such appointed independent director may be assigned by the Company’s Board of Directors to make decisions in respect of business operations of the Company, or the Company’s parent company, subsidiary company, associated company, or a subsidiary company in the same level of the Company, the major shareholder of the Company, or the controlling person of the Company, provided that the decision making by such appointed independent director could be made only on a collective decision basis.

In case that the appointed independent director is the person who has or had a business relationship or is or

has been a professional service provider in exchange for fee, exceeding the amount in paragraph (d) or (f), the Company shall be exempted from such restriction, provided that a supporting opinion of the Board is rendered that the appointment of such person does not affect his ability to perform duties and independent judgment, and relevant information is disclosed in the notice of shareholders’ meeting under the section of the election of independent director.

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Map of the Meeting Venue

The Athenee Hotel, A Luxury Collection Hotel, Bangkok, located at no. 61 Wireless Road, Lumpini, Pathumwan, Bangkok 10330

Tel +66 (0)2 650 8800

Detail of the entrance to the hotel