Lor.Kor. 50/011 April 9, 2007 SUBJECT TO : Notice of the 14 th Annual Ordinary General Meeting of Shareholders : Shareholders of the Bangkok Insurance Public Company Limited ATTACHMENTS: 1) A copy of the Minutes of the 13 th Annual Ordinary General Meeting of Shareholders held on April 26, 2006 (document for Agenda 1) 2) The 2006 Annual Report together with the Company s Balance Sheet, Profit and Loss Statement for the Year Ended December 31, 2006 as approved by External Audit and Audit Committee (documents for Agenda 2 and 3) 3) Profile of Nominated Directors for Re-Election (document for Agenda 5) 4) The Definition of Company s Independent Director 5) The Directors Remuneration for the Year 2007 (document for Agenda 6) 6) Appointment of the External Auditor and Auditing Fee (document for Agenda 7) 7) Proxy Form A, Form B and Form C (Form B is recommended) 8) Profile of an Independent Director Appointed to be Proxy of Shareholders not available to be present in the Meeting 9) The Company s Article of Association relevant to Shareholders Meeting 10) Documents required for registration Guideline for Proxy Assignment, Voting Conditions and the meeting procedures 11) Map of the Meeting Venue The Board of Directors of the Bangkok Insurance Public Company Limited had resolved to hold the 14 th Annual Ordinary General Meeting of Shareholders at 1.30 p.m. on Wednesday April 25, 2007 at the company s conference room no.1001 on the 10 th floor of the Bangkok Insurance Building, 25 South Sathon Road, Bangkok, Thailand to consider the following agenda:- Agenda 1: To certify the Minutes of the 13 th Annual Ordinary General Meeting of Shareholders held on April 26, 2006 Rationale and Background: The Company held the 13 th Annual Ordinary General Meeting of Shareholders on April 26, 2006 and the minutes of the meeting has been recorded and submitted to the Stock Exchange of Thailand and the Ministry of Commerce within the time frame prescribed by laws. The Minutes of the said meeting was also posted in the Company s website, details of which are shown in Attachment 1. Opinion of The Board: The Minutes of the 13 th Annual Ordinary General Meeting of Shareholders held on April 26, 2006 as detailed in Attachment 1 had been accurately recorded, the Board of Directors, therefore recommend shareholders to acknowledge and approve the minutes.
Agenda 2: To acknowledge the Company s Annual Report and the Board of Directors Report for the Year 2006 Rationale and Background: The Company s Operating Performance of the year 2006 can be found in the Company s Annual Report and the Board of Directors Report which was attached together with this invitation letter as per detailed in Attachment 2. Opinion of The Board: The Board of Directors acknowledged and proposed the Company s Annual Report and the Board of Directors Report on the Company s Operating Performance of the Year 2006 to the Shareholders for acknowledgement. Agenda 3: To approve the Company s Balance Sheet, Profit and Loss Statement for the Year Ended December 31, 2006 as approved by External Audit and Audit Committee Rationale and Background: According to the Article 112 of the Public Limited Company Act B.E. 2535 prescribed that the Board of Directors shall arrange for preparation of the Balance Sheet, Profit and Loss Statement as of the end of the accounting period of the Company which have been audited by the certified public accountant, and shall submit the same to the Shareholders at the Annual Ordinary General Meeting for consideration and approval. The Company s Balance Sheet, Profit and Loss Statement for the year ended December 31, 2006 was reviewed and endorsed by the Audit Committee and also certified by the External Auditors. The details of which are shown in the Company s Annual Report - the Financial Statements section, as per details in Attachment 2. Opinion of The Board: Shareholders should approve the Audited Balance Sheet, Profit and Loss Statement for the year ended December 31, 2006 as proposed. Agenda 4: To consider the Allocation of Net Profit for Dividend Payment for the Year 2006 s Operational Results Rationale and Background: In the normal economic situation, the Company has the policy to maintain and to pay the annual dividend at about 50% of the net profit after income tax deduction. Opinion of the Board: For the year 2006, the Company posted a net profit of Baht 593.3 Million. Including the unappropriated accumulative profit brought forward of Baht 833.3 Million, the total accumulative profit would amount to Baht 1,426.6 Million. The Board of Directors then propose to the Shareholders Meeting to consider and approve to allocate the annual dividend payment at Baht 12 per share. As The Board of Directors had agreed and already made the interim dividend payments of Baht 8.25 per share so the balance of Baht 3.75 per share is payable. The details of the net profit allocation are as follows: Unit: Million Baht The 1 st interim dividend payment @ Baht 2.75 per share 139.4 The 2 nd interim dividend payment @ Baht 2.75 per share 139.4 The 3 rd interim dividend payment @ Baht 2.75 per share 139.4 The final interim dividend payment @ Baht 3.75 per share 190.1 Unallotted Accumulated income 818.3 Total 1,426.6 Page 2
The date for closing the company share registration for the right to attend the meeting and the right to receive the dividend will be on April 4, 2007 at 12.00 hours until the completion of the meeting. The dividend payment will be made, within April 26, 2007, by providing cheques and send to shareholders via registered letters or transferring into bank accounts as required by the shareholders. Agenda 5: To appoint directors to succeed those completing their terms Rationale and Background: The Article 23 of the Company s Articles of Association prescribed that in every Annual General Meeting, one-third or the nearest to one-third of the directors who served the company longest will be retired by rotation; however, the retired directors are eligible for re-election. In 2007, the names of the four directors who will retire by rotation are as follows: 1) Mr. Chai Sophonpanich - Chairman and President 2) Mr. Singh Tangtaswas - Independent Director and - Chairman of Remuneration and Nomination Committee 3) Mr. Thira Wongjirachai - Director and - Director of Remuneration and Nomination Committee 4) Mr. Chor.nun Petpaisit - Independent Director The Company had, through the website for the period from November 3, 2006 to December 31, 2006, invited all shareholders to nominate any qualified person to be elected as Company s Director as well as to propose any meeting agenda. However, there was neither proposal of Director Nominee nor meeting agenda submitted to the Company. The Remuneration and Nomination Committee, after due consideration on the knowledge expertise and time devotion to the Company of the retiring directors, has proposed to reelect two directors namely Mr. Chai Sophonpanich and Mr. Chor.nun Petpaisit to serve as directors for another term. The other two retiring directors, Mr. Singh Tangtaswas and Mr. Thira Wongjirachai, being two-third of the Remuneration and Nomination Committee members, should not nominate themselves but should be considered by the Board of Directors. Opinion of The Board: The Board of Directors, without directors who might have conflict of interests, considered and opined that the four retiring directors are knowledgeable with experience in various fields. They have displayed the utmost integrity, responsibility, accountability and conduct the business with the vision and ethics during the entire period of their duties (Please see the detail in the Attachment 3 enclosed.) The Board of Directors therefore proposed to shareholders that the four retiring directors be reelected as directors for another term. The Company has also defined the definition of Company s Independent Director, which qualifications are stricter than the minimum requirements of the Securities and Exchange Commission and the Stock Exchange of Thailand (Attachment 4). Page 3
Agenda 6: To fix the remuneration of the directors for the year 2007 Rationale and Background: Article 39 of the Company s Articles of Association prescribed that directors are entitled to the remuneration by means of salary, meeting allowance, bonus or other allowance as approved by the shareholders in the shareholders meeting. The shareholders may approve the amount of remuneration and method of payment for a fixed period of time or for an open period until further changes by shareholders in the shareholders meeting. In 2006, the shareholders, by the resolution of the Annual Ordinary General Meeting of Shareholders, has approved the directors remuneration for the year 2006 an amount of not exceeding Baht 6,700,000 and assigned the Remuneration and Nomination Committee to allocate this remuneration. For the year 2007, the Board of Directors, by the recommendation of the Remuneration and Nomination Committee, proposes to the shareholders to consider and fix the remuneration of the directors for the year 2007 an amount of not exceeding Baht 7,000,000. Opinion of The Board: The shareholders meeting, by the recommendation of the Remuneration and Nomination Committee, should consider and approve the remuneration of the directors for the year 2007 an amount of not exceeding Baht 7,000,000 in pursuant to the detail as shown in the Attachment 5 herewith. Voting: According to the Article 90 of the Public Limited Company Act B.E. 2535 prescribed that the remuneration payment for directors requires approval from the shareholders and the resolution shall be supported by a vote of not less than two-third of the total voting rights of eligible shareholders present at the meeting. Agenda 7: To appoint the auditor and fix the auditing fee Rationale and Background: The Ernst & Young Office Limited (E&Y) has been appointed as the Company s auditor for the year 2006 which term of appointment has been completed. For the year 2007, the Audit Committee has recommended and proposed to the Board of Directors to appoint the following persons:- 1.) Mr. Sophon Permsiriwanlob, CPA No.3182 and/or 2.) Miss Rungnapa Lertsuwannakun, CPA No.3516 and/or 3.) Miss Wissuta Jariyathanakorn, CPA No.3853 of the E&Y to be the Company s auditor for another term, anyone of the above will be authorized to conduct the audit and express an opinion on the annual financial statements of the Company. The auditing fee has been quoted at not exceeding Baht 1,210,000. Opinion of The Board: The selection of the auditors and the audit fee were scrutinized and endorsed by the Audit Committee and the Board of Directors respectively. The shareholders should appoint the auditor and fix the auditing fee at not exceeding Baht 1,210,000 as proposed. (Please see the detail in the Attachment 6.) Agenda 8: To consider other issues (if any) Page 4
The share registration will be closed as from 12.00 a.m. of April 4, 2007 until the adjournment of Ordinary Shareholders Meeting. Shareholders are invited to attend the meeting on the date, time and place as mentioned above. A map of the Meeting Venue is also attached for the Shareholder s information as Attachment 11. The registration will start from 12.00 a.m. (at noon) and continue until the meeting commences at about 13.30 p.m. Shareholders can either attend the meeting themselves or appoint representatives as a proxy holders to attend and cast vote on their behalf by using the proxy form, as Attachment 7. In appointing a Proxy, please fill in and sign the proxy form and kindly affix duty stamp of Baht 20 and submit to the Company within April 24, 2007, or submit it to the registration personnel at the meeting venue prior to the commencement of the meeting. If a shareholder prefers to appoint the Company s Independent Directors to be the proxy holder, please see the Profile of designated Independent Director as stated in the Attachment 8. The Company will conduct the meeting in accordance with the Company s Articles of Association concerning the shareholders meeting as detailed in the Attachment 9. To protect the shareholders right, it is recommended that all shareholders and proxy holders, kindly have the required registration documents ready prior to attending the meeting. Guideline for Proxy Assignment, Voting Conditions and the Process for Attending the Meeting is attached herewith for your perusal (Attachment 10). By resolution of the Board of Directors Voravit Rojrapitada Director and Secretary to the Board of Directors Legal Department 6 th Floor, Bangkok Insurance Building 25 South Sathon Road Bangkok, Thailand Tel: 02-285-8781 to 8785 Fax: 02-285-8786 Page 5
Attachment 1 A copy of The Minutes of the 13 th Annual Ordinary General Meeting of Shareholders held on April 26, 2006 Bangkok Insurance Public Company Limited (document for Agenda 1) The Meeting was convened at 2 p.m. on April 26, 2006 at the company s conference room no.1001 on the 10 th floor of Bangkok Insurance Building, 25 South Sathon Road, Bangkok, Thailand. Ninety-four (94) shareholders, holding 19,216,501 shares or 49.27% of the total units of shares attended the Meeting in person and by proxy which constituted the quorum. The Meeting commenced at 2.00 p.m. Mr. Chai Sophonpanich, the Chairman and President, declared the Meeting opened and introduced Directors and Management Committees attending the Meeting as follows; 1. Mr. Chai Sophonpanich - Chairman and President 2. Mr. Sigh Tangtaswas - Independent Director - Chairman of Remuneration and Nomination Committee 3. Mr. Plengsakdi Prakaspesat - Independent Director - Chairman of Audit Committee 4. Miss Ratana Yingpaiboon - Independent Director - A Member of Audit Committee 5. Mr. Witcha Damrongsinsak - Director and Executive Vice President 6. Mr. Voravit Rojrapitada - Director - Secretary to the Board of Directors - Senior Executive Vice President 7. Mr. Anon Vangvasu - Senior Vice President, Motor Claims Department 8. Miss Poonsuk Tevidhaya - Senior Vice President, Human Resources Department 9. Miss Pagamas Charusathien - Senior Vice President, Production Department 10. Miss Srichittra Pramojaney - Senior Vice President, Accounting and Treasury Department 11. Dr. Wichitra Ngansathil - Senior Vice President, Office of the President Department 12. Mr. Satit Liptasiri - Senior Vice President, Non-Motor Claims Department Page 6
Before proceed with the meeting, the Chairman informed the Meeting the voting procedure as follows; 1. Self-Attending Any shareholder attending the meeting wishing to disapprove or abstain in any agenda, please raise his/her hand for voting. If there is no shareholder raises his/her hand, it shall be deemed that all shareholders cast their vote to approve in each agenda. 2. Proxy Due to the Company has provided shareholder the Proxy Form B., which specified clearly agenda, as attached together with invitation letter. By this Proxy Form, the grantor has cast their vote in accordance with the grantor s instruction; the Company shall count and record the votes of each agenda as specified by the grantor. In cases where the grantor did not specify the authorization or the authorization is unclear for any of the agenda, the proxy holder shall have the right to consider and votes on such matter on behalf of the shareholders as appropriate. All shareholders or proxies shall have the right to split their votes to approve, disapprove, or abstain in each agenda. Then, the Chairman preceded the Meeting in accordance with the following agenda: Agenda 1 To certify the Minutes of the 12 th Annual Ordinary General Meeting of Shareholders held on April 26, 2005 The Chairman proposed to the Meeting to consider and approve the minutes of the 12 th Annual Ordinary General Meeting of Shareholders held on April 26, 2005. RESOLUTION: Having considered the minutes of the 12 th Annual Ordinary General Meeting of Shareholders and concurred to be accurate, the Meeting unanimously approved such minutes as proposed by the Chairman. Agenda 2 To certify the Company s Annual Report and the Board of Directors Report for the Year 2005 The Chairman reported the Company s Operating Performance in the year 2005 in comparison with the year 2004 as follows: Unit: Million Baht 2005 2004 Change % (Adjust) Written Premium 6,939.3 6,221.2 11.5 Underwriting Profit 756.7 685.5 10.4 Net Investment Income 444.1 373.2 19.0 Gain on Sale of Securities and Assets 119.3 132.1 (9.7) Operating Expenses 467.3 332.3 40.6 Profit before Income Tax 852.8 858.5 (0.7) Income Tax 257.9 191.0 7.3 Net Profit 594.9 667.5 (10.9) Page 7
The other financial statements can be found in the Company s Annual Report submitted to all shareholders with the invitation letter. The Chairman then proposed the Meeting to acknowledge and approve the Company s Annual Report for year 2005. A Shareholder queried the Chairman about the operating expenses of the Company for the year 2005 which had increased by about 40.6% from the year 2004. The Chairman informed the Meeting that in 2005, the Company allocated a budget of about 100 Million Baht for brand building as shown in TV advertisement for 3 series; the theft, the car crash and the storm which is in amount of 100 Million Baht. Hence the substantial in crease in operating expense for the year 2005. For the year 2006, the operating expenses will be lower then the year 2005 as the Company will provide a smaller budget of 60 Million Baht to continue the brand building and also for sales promotion. A Shareholder observed the increase of income tax for the year 2005 in comparison with the year 2004. The Chairman referred this observation to the Profit and Loss statement as shown in the Company s Annual Report and explained to the Meeting that the Company originally deducted all the estimates of outstanding claims as expenses; but the Revenue Department maintains that only the agreed and unpaid claims amount can be deducted as expense. The estimates of the un-agreed outstanding claims amount is subject to tax calculation until such claims have been agreed. The Company is therefore responsible to pay retroactive taxation plus 1.5% fine which makes the income tax for the year 2005 higher than the year 2004. RESOLUTION: The Meeting unanimously approved the Company s Annual Report for the year 2005. Agenda 3 To approve the Company s Balance Sheet, Profit and Loss Statement for the Year Ended December 31, 2005 as approved by External Audit and Audit Committee The Chairman proposed that the Meeting to approve the Balance Sheet and the Profit and Loss Statement as at December 31, 2005 audited and certified by the Auditor which had been reviewed by the Company s Audit Committee. The financial statements were disclosed in the Annual Report submitted to all shareholders along with the invitation letter. RESOLUTION: The Meeting unanimously approved the Balance Sheet and the Profit and Loss Statement as at December 31, 2005. Page 8
Agenda 4 To consider the Allocation of Net Profit for Legal Reserves, Cash and Stock Dividend Payment for the Year 2005 s Operational Results The Chairman reported to the Meeting that in 2005 the Company made a net profit of Baht 594.90 Million and when included the unappropriated profit of Baht 191.40 Million brought forward, the total accumulative profit had amounted to Baht 786.30 Million. Considering the financial status, the Board of Directors proposed to the Shareholders Meeting to consider and approve to allocate the annual cash dividend payment at Baht 12 per share; as The Board of Directors had agreed and made the interim dividend payment of Baht 8.25 per share so the balance of Baht 3.75 per share is payable. The Board of Directors also proposed to allocate Baht 117 million of the accumulated income as the company s registered capital by issuing 11.70 million new ordinary shares. The details of the net profit allocation are as follows: Unit: Million Baht Legal Reserves 11.70 The 1 st interim dividend payment @ Baht 2.75 per share 107.25 The 2 nd interim dividend payment @ Baht 2.75 per share 107.25 The 3 rd interim dividend payment @ Baht 2.75 per share 107.25 The final interim dividend payment @ Baht 3.75 per share 146.25 Allocate to be the company s registration capital 117.00 Unallotted Accumulated income 189.60 Total 786.30 In addition, the Board of Directors propose to pay the stock dividend, after the registration of increased capital has been completed, at the ratio of 10 existing share to 3 stock dividend at par value of Baht 10 each share. Any shareholders with fraction of share remaining from stock dividend calculation will receive a cash dividend at Baht 3.- per share. The total unalloted stock dividend, including the foreign shareholders who hold over 25% of the shares and have no right to receive the stock dividend, shall be offered to sell to The registered provident fund of Bangkok Insurance and Life at Baht 10.- per share. The date for closing the company share registration for the right to attend the meeting and the right to receive the dividend and stock dividend will be on April 5, 2006 at 12.00 hours until the completion of the meeting. Cash dividend and stock dividend payment will be made, within one month after the shareholders have passed the resolution. A Shareholder queried the Chairman about the policy to pay the annual dividend as in the past many years the Company has constantly paid an annual dividend of Baht 12 per share. The Chairman informed the Meeting that if the economic situation is not aggressively diverse and there are no other necessary events coming across, the Company has the policy to pay the annual dividend in the region of 50% of the net profit after income tax deduction. A Shareholder further enquired the Chairman that how many percent of the dividend payment at Baht 12 per share can be calculated in comparison to the net profit after income tax deduction. Page 9
The Chairman asked the Meeting to study the Company s Balance Sheet, Profit and Loss Statement as detailed in the Annual Report and then clarified that the basic earning per share in 2005 is at Baht 15.25 per share. So, the annual cash dividend payment at Baht 12 per share and the stock dividend payment at the ratio of 10 existing share to 3 stock dividends would represent a payment of 78 % of the net profit after income tax deduction. A Shareholder further enquired the Chairman that in 2006 the Company will pay cash dividend of Baht 12 per share. The chairman reported to the Meeting that the Company attempt to maintain the cash dividend amount if the underwriting profit and investment income continue to grow and without many major claims.. A Shareholder enquired the Chairman about the affect to shareholder when the Company allocates the stock dividend payment. The Chairman reported to the Meeting that the stock dividend payment is a more effective way of capital increase as it reduces a lot of paper works and consumes less time for both Shareholders and the Company. In addition, the stock dividend payment is also subject to the same 10% withholding tax as the cash dividend payment. So, the stock dividend payment should not affect shareholders. A Shareholder further enquired the Chairman about the exact date of the cash and stock dividend payment. The Chairman informed the Meeting that the Company will try to pay the cash and stock dividend as soon as possible within 3 weeks after the shareholders have approved this proposal. RESOLUTION: The Meeting unanimously approved the allocation of net profit for legal reserves, cash and stock dividend payment for the Year 2005 s operational results and the date for closing the company share registration for the right to receive the cash and stock dividend as proposed by the Chairman. Agenda 5 To approve the increase of the company s registered capital From 390 million Baht to 507 million Baht for supporting the stock dividend payment The Chairman reported to the Meeting that the present registered and paid up capital of the Company is Baht 390 million which is lower than many non life insurance companies in Thailand Higher capital and strong financial stability will promote image and give confidence to our stakeholders such as clients, intermediaries, insurers and reinsurers whom we have business dealing with locally and internationally. With the foregoing reasons we should increase the Company s registered capital from Baht 390 million to Baht 507 million by issuing 11.70 million ordinary shares with a par value of Baht 10 per share which will be in line with the earlier approved stock dividend payment. RESOLUTION: The Meeting approved the increase of the company s registered capital from Baht 390 million to Baht 507 million as proposed by the Chairman with unanimous votes. Page 10
Agenda 6 To approve the amendment to Article 4 of the Company s Memorandum of Association in compliance with the increase of the registered capital In view of the policy to increase the registered capital the Chairman then asked the Meeting to consider and approve the new amended wording of Article 4 of the Company s Memorandum of Association as follows:- Article 4 Registered Capital: Baht 507,000,000 (Five Hundred and Seven Million Baht) divided into 50,700,000 (Fifty Million and Seven Hundred Thousand) ordinary shares at Baht 10 (Ten Baht) each RESOLUTION: The Meeting unanimously approved the amendment to Article 4 of the Company s Memorandum of Association in compliance with the increase of the registered capital as proposed by the Chairman. Agenda 7 To appoint directors to succeed those completing their terms Mr. Sigh Tangtaswas, Chairman of Remuneration and Nomination Committee, as assigned by the Chairman, reported to the Meeting that in every Annual General Meeting, one-third or the nearest to one-third of the directors who served the company longest will be retired by rotation; however, the retired directors are eligible for re-election. This year the four directors due to retire by rotation were 1) Mr. Voravit Rojrapitada 2) Mr. Yoshitaka Sawamura 3) Miss Rattana Yingpaiboon 4) Mrs. Puntip Surathin Based on the knowledge and expertise of each nominee and time devotion to the Company, the Board of Directors proposed the four retiring directors be re-elected as directors for another term. The profile of nominated directors for re-election are as attached together with the invitation letter. RESOLUTION: The Meeting unanimously re-elected the four retiring directors, Mr.Voravit Rojrapitada, Mr.Yoshitaka Sawamura, Miss Rattana Yingpaiboon and Mrs. Puntip Surathin as directors for another term. Agenda 8: To fix the remuneration of the directors for the year 2006 The Chairman assigned Mr. Sigh Tangtaswas, Chairman of Remuneration and Nomination Committee to report this matter to the Meeting. Mr. Sigh Tangtaswas reported to the Meeting that in 2005 shareholders had approved the remuneration of the directors an amount not exceeding Baht 6,000,000 but only Baht 5,450,000 had actually been paid. Having surveyed and compared the remuneration of the Company s directors with directors of other companies in the same of similar business in the market it is found that the remuneration of the Company s directors is lower. The Remuneration Committee with the approval of the Board of Directors would like to propose to shareholders that for the year 2006 the remuneration of the directors be fixed at not exceeding Baht 6,700,000 per annum as per following allocations:- Page 11
Remuneration/ Person/Year (Baht) Divided into Quarterly Payment (Baht) - Director 480,000.- 120,000.- - Audit Committee 240,000.- 60,000.- - Remuneration and Nomination Committee 60,000.- -- RESOLUTION: The Meeting unanimously approved the remuneration of the directors for the year 2006 at not exceeding Baht 6,700,000 per annum. Agenda 9: To appoint the auditor and fix the auditing fee The Chairman assigned Mr. Plengsakdi Prakaspesat, the Chairman of Audit Committee to report this matter to the Meeting. Mr.Plengsakdi Prakaspesat reported to the Meeting that The Ernst & Young Office Limited (E&Y) has been appointed, by the resolution of the 12 th Annual Ordinary General Meeting of shareholders, as the Company s auditor for the year 2005, which it had completed their duty. In 2006, the Board of Directors, by the recommendation of the Audit Committee, would like to propose to the Meeting to appoint 1.) Mr. Sophon Permsiriwanlob, CPA No.3182 and/or 2.) Miss Rungnapa Lertsuwannakun, CPA No.3516 and/or 3.) Miss Wissuta Jariyathanakorn, CPA No.3853 of The Ernst & Young Office Limited, as the Company s auditors for another term, anyone being authorized to conduct the audit and express an opinion on the annual financial statements of the Company, and fix the auditing fee at not exceeding Baht 950,000, as per following details:- - Financial Statement Auditing Fee 800,000 Baht/Per Annum - Internal Control System and Investment Auditing Fee 150,000 Baht/Per Annum Total 950,000 Baht/Per Annum RESOLUTION: The Meeting resolved with unanimous votes that Mr. Sophon Permsiriwanlob, CPA No.3182 and/or Miss Rungnapa Lertsuwannakun, CPA No.3516 and/or Miss Wissuta Jariyathanakorn, CPA No.3853 of The Ernst & Young Office Limited be appointed as the Company s auditor for the year 2006, with the audit fee at not exceeding Baht 950,000. Agenda 8 To Consider Other Matters The Board had no other issue to propose to the shareholders. The Chairman then queried whether there was any other issue which the shareholders would like to propose for consideration. Page 12
There was no other matter raised for consideration, the Chairman then declared the Meeting closed and thanked all shareholders for attending the Meeting. The meeting adjourned at 3.10 p.m. Mr. Chai Sophonpanich Chairman Voravit Rojrapitada Director and Secretary to the Board of Directors Page 13
The 2006 Annual Report together with the Company s Balance Sheet, Profit and Loss Statement for the Year Ended December 31, 2006 as approved by External Audit and Audit Committee (document for Agenda 2 and 3) Attachment 2 The Company s Operating Performance of the year 2006 can be found in the Company s Annual Report and the Board of Directors Report as attached. Page 14
Attachment 3 Profile of Nominated Directors for Re-election (document for Agenda 5) Directors to be retired by the expiry of their terms are as follows: 1) Mr. Chai Sophonpanich - Chairman and President Director 2) Mr. Singh Tangtaswas - Independent Director and - Chairman of Remuneration and Nomination Committee 3) Mr. Thira Wongjirachai - Director and - Director of Remuneration and Nomination Committee 4) Mr. Chor.nun Petpaisit - Independent Director The Board of Directors proposes that all retiring directors be re-elected for another term. The profile of the nominated directors for re-election is as the followings; Page 15
Attachment 3 Profile of Nominated Directors for Re-election (document for Agenda 5) Mr. Chai Sophonpanich Address 61 Soi Sukhumvit 19, KlongtonNua, Wattana, Bangkok, Thailand Date or Birth November 21, 1943 Age 64 years of age Nationality Thai Status Married Place of Work Bangkok Insurance Public Company Limited 25 Bangkok Insurance Building South Sathon Road, Bangkok, Thailand 10120 Telephone 0-2285-8500-1 Facsimile 0-2677-3701 Educational background/training Courses 1967 B.Sc., University of Colorado, U.S.A. 1984 Advanced Management Program, the Wharton School, University of Pennsylvania 1993-1994 The Joint State-Private Sector Class 6, The National Defence College of Thailand 2002 Directors Certification Program Class 16/2002, Thai Institute of Directors Association 2004 Chairman 2000 Class 10/2004, Thai Institute of Directors Position/Experience 1976 present President, Bangkok Insurance Public Co., Ltd. 1978 present Chairman, Bangkok Insurance Public Co., Ltd. 1979 present Chairman, Bumrungrad Hospital Public Co., Ltd. 1988 present Chairman, Furukawa Metal (Thailand) Public Co., Ltd. 1986 present Chairman, Charoong Thai Wire & Cable Public Co., Ltd. 1978 present Vice Chairman, Thai Reinsurance Public Co., Ltd. 1968 present Director, Bangkok Life Assurance Ltd. 1972 present Director, The General Insurance Association 2005 present President, The General Insurance Association (1984, 1985, 1989, 1990, 1997-2000) 2006 present President, The Federation of Thai Insurance Organization 1985,1986,2005,2006 President, The East Asian Insurance Congress 1987, 1988 Chairman, Asean Insurance Council, Jakarta 1988-1992 Chairman, Asean Reinsurance Corp., Ltd., Singapore Page 16
Profile related to Bangkok Insurance Public Company Limited - Position - Director - Chairman of the Board of Directors - Management Committee - President of Management Committee - BKI Shareholding 1,584,975 shares (As at November 28, 2006, the closing date) 3.13 % of the total units of shares Remark: Inclusive of relative s stocks under Sector 258 of the S.E.C. Act B.E. 2535 as follows; 1. Mrs.Nuchanart Sophonpanich 119,784 shares - Legal Dispute No legal dispute during the past 5 years - Position in other Listed Company - Chairman, Bumrungrad Hospital Public Co., Ltd - Chairman, Furukawa Metal (Thailand) Public Co., Ltd. - Chairman, Charoong Thai Wire & Cable Public Co., Ltd. - Vice Chairman, Thai Reinsurance Public Co., Ltd. - Position in any business of the same nature as competing or significance connecting with that of BKI - None - - Meeting Attendance in Year 2006 - Board of Directors: 4 out of 4 Page 17
Attachment 3 Profile of Nominated Directors for Re-election Mr. Singh Tangtaswas (document for Agenda 5) Address 59 Soi Phongwechanusorn School, Bangjak, Prakanong, Bangkok 10260 Date or Birth July 19, 1942 Age 65 years of age Nationality Thai Status Married Place of Work Bangkok Bank Public Company Limited 333 Silom Road Bangkok 10500 Telephone 0-2230-1806-7 Facsimile 0-2353-5133 Educational background - B.A. (Economics), Thammasat University - M.B.A. (Finance), Wharton School of Finance and Commerce, University of Pennsylvania - Certificate of Management Development Program, Wharton School - Certificate of Executive Development Program, Harvard Business School - Directors Certification Program Class 0/2000, Thai Institute of Directors Association Position/Experience Present Managing Director, Bangkok Bank Public Company Limited 2005 present Executive Director, Bangkok Bank Public Company Limited 2005 present Director, TWZ Corporation PLC. 2004 present Director and Chairman of the Audit Committee, Thai Optical Group Public Company Limited 2002 present Consultant, Corporate Governance Center, The Stock Exchange of Thailand 1999 2001 President, Krung Thai Bank PLC 1996 1999 Director and Manager, The Stock Exchange of Thailand 1986 1996 Executive Vice President, SPP Public Company Limited Page 18
Profile related to Bangkok Insurance Public Company Limited - Position - Director - Independent Director - Chairman of Remuneration and Nomination Committee - Management Committee - None - - BKI Shareholding None - Legal Dispute No legal dispute during the past 5 years - Position in other Listed Company - Executive Director and Managing Director, Bangkok Bank Public Company Limited - Director, TWZ Corporation PLC. - Director and Chairman of the Audit Committee, Thai Optical Group Public Company Limited - Position in any business of the same nature as competing or significance connecting with that of BKI - None - - Meeting Attendance in Year 2006 - Board of Directors: 4 out of 4 - Remuneration and Nomination Committee: 2 out of 2 Page 19
Attachment 3 Profile of Nominated Directors for Re-election Mr. Thira Wongjirachai (document for Agenda 5) Address 21 Soi Promprak Sukhumvit 49-6, KlongtonNua, Wattana, Bangkok, Thailand 10110 Date or Birth October 26, 1929 Age 78 years of age Nationality Thai Status Married Place of Work Micro Fiber Industry Co., Ltd. 175 Thai Samut Building (3 rd floor) Sukhumvit 21 (Asoke) KlongtonNua, Wattana, Bangkok, Thailand 10110 Telephone 0-2258-3774-6 Facsimile 0-2258-3767 Educational background - Bachelor of Civil Engineering, Linnan University - Directors Accreditation Program Class 51/2006, Thai Institute of Directors Association Position/Experience Present Director, Micro Fiber Industry Co., Ltd. Profile related to Bangkok Insurance Public Company Limited - Position - Director - Director - Director of Remuneration and Nomination Committee - Management Committee - None - - BKI Shareholding 301,942 shares (As at November 28, 2006, the closing date) 0.59 % of the total units of shares - Legal Dispute No legal dispute during the past 5 years - Position in other Listed Company - None - - Position in any business of the same nature as competing or significance connecting with that of BKI - None - - Meeting Attendance in Year 2006 - Board of Directors: 2 out of 4 - Remuneration and Nomination Committee: 2 out of 2 Page 20
Attachment 3 Profile of Nominated Directors for Re-election Mr. Chor.nun Petpaisit (document for Agenda 5) Address 28 Soi Ladpraw 106, Ladpraw Road, Wangthonglang, Bangkapi Bangkok, Thailand 10310 Date or Birth January 5, 1952 Age 55 years of age Nationality Thai Status Married Place of Work Deputy Permanent Secretary, Ministry of Finance. Ministry of Finance (3 rd Floor) Rama VI Road Prayatai Bangkok 10400 Telephone 0-2273-9199, 0-2273-9021 ext. 2311-2 Facsimile 0-2273-9556 Educational background - Bachelor of Accountancy, Thammasat University - Directors Accreditation Program Class 28/2004, Thai Institute of Directors Association - Directors Certification Program Class 76/2006, Thai Institute of Directors Association - International of Agreement on the Avoidance of Double Taxation, DSE, Berlin - The Management Development Program for Revenue Department Administrators, Sasin - The development of Middle management, Sasin - Intelligence Organization, USA - The enhancement of management skills for senior management, Office of the Civil Service Commission - Executive programme for senior management, Office of The Civil Commission - Certificate of National Defence College of Thailand, National Defence College of Thailand Position/Experience Present Deputy Permanent Secretary, Ministry of Finance 2002-2004, present Director, Bangkok Insurance Public Company Limited January 5 23, 2007 Principal Adviser on Performance Improvement, The Revenue Department, acting Deputy Permanent Secretary, Ministry of Finance 2003 2006 Principal Adviser on Performance Improvement, The Revenue Department, Ministry of Finance 2000 2001 Director, Bureau of Tax Audit Operation, The Revenue Department, Ministry of Finance 1999 2000 Director, Bureau of processing standard, The Revenue Department, Ministry of Finance 1996 Senior Tax Auditor, Bureau of processing standard, The Revenue Department, Ministry of Finance Page 21
Profile related to Bangkok Insurance Public Company Limited - Position - Director - Independent Director - Management Committee - None - - BKI Shareholding None - Legal Dispute No legal dispute during the past 5 years - Position in other Listed Company - None - - Position in any business of the same nature as competing or significance connecting with that of BKI - None - - Meeting Attendance in Year 2006 - Board of Directors: 2 out of 3 Page 22
Attachment 4 The Definition of Company s Independent Director The definition of Company s Independent Director, which qualifications are stricter than the minimum requirements of the Securities and Exchange Commission and the Stock Exchange of Thailand, is as follows; Independent Director means director who are knowledgeable with experience in various fields and conduct the business with the vision and ethics and does not take part in the management of the company, affiliated company, associated company, related company or majority shareholder of the company and also possess full qualifications according to the following criteria: 1.1 Holding shares not more than 0.5 per cent of paid-up capital of the company, affiliated company, associated company or related company, which shall be inclusive of the shares held by related persons. 1.2 Not being an employee, staff member, advisor who receives a regular salary from the company, affiliated company, associated company, related company or a major shareholder of the company or an auditor or a lawyer of the company and has no direct or indirect benefit or interest of the said nature during the period of 1 year before his appointment as an independent director. 1.3 Has no direct or indirect management involvement nor financial interest in the company, affiliated company, associated company or a major shareholder of the company. 1.4 Being a director who is not a related person or close relative of any management member or major shareholder of the company. Page 23
Attachment 5 The Directors Remuneration for the Year 2007 In 2006, shareholders had approved the directors remuneration for the year 2006 an amount not exceeding Bath 6,700,000 which in accordance with the recommendation of the Remuneration and Nomination Committee a total amount of Bath 6,540,000 had been actually allocated as follows; Remuneration/ Person/Year (Baht) Divided into Quarterly Payment (Baht) - Director 480,000.- 120,000.- - Audit Committee 240,000.- 60,000.- - Remuneration and Nomination Committee 60,000.- -- As for the year 2007, The Board of Directors, by the recommendation of the Remuneration and Nomination Committee, proposes to the shareholders to approve the directors remuneration for the year 2007 for an amount not exceeding Baht 7,000,000 or an increase of 4.48%. The proposed amount is in line with other companies in the same/similar business. The details of the allocation will be as follows; Remuneration/ Person/Year (Baht) Divided into Quarterly Payment (Baht) - Director 500,000.- 125,000.- - Audit Committee 250,000.- 62,500.- - Remuneration and Nomination Committee 60,000.- -- Page 24
Attachment 6 The Auditor and Auditing Fee The Board of Directors, during the Meeting No.1/2007 on February 27, 2007 and with the recommendation of the Audit Committee agreed to appoint the External Auditor and fixed the auditing fee for the year 2007 as follows; Mr. Plengsakdi Prakaspesat, the Chairman of Audit Committee proposed to the Board of Directors to appoint Ernst & Young Office Limited with the following names:- 1.) Mr. Sophon Permsiriwanlob, CPA No.3182 and/or 2.) Miss Rungnapa Lertsuwannakun, CPA No.3516 and/or 3.) Miss Wissuta Jariyathanakorn, CPA No.3853 to be the Company s auditor for another term, anyone being authorized to conduct the audit and express an opinion on the annual financial statements of the Company, and fix the auditing fee at an amount not exceeding Baht 1,210,000 or an increasing of 27%, as per following details:- - Examination of Financial Statements 635,000 Baht/Per Annum - Review of Interim Financial Statements 360,000 Baht/Per Annum - Review of Annual Report Submitted to Insurance Department 75,000 Baht/Per Annum - Review of Internal Control and Investment System 140,000 Baht/Per Annum Total 1,210,000 Baht/Per Annum The Audit Committee and Senior Vice President, Accounting and Treasury Department have compared the performance of E&Y for the year 2006 with other auditing firms and found that E&Y is a reputable international audit firm with extensive experience in insurance audit. They also found that most the insurance companies are also asked by their auditors to pay an increase of about 30%. Furthermore, there are more auditing requirements in 2007 which justify the 27% increase in the auditing fee. The Board of Directors therefore asks the shareholders to consider and appoint the External Auditor and fix the auditing fee for the year 2007 as proposed. Page 25
Attachment 7 Proxy In the Annual Ordinary General Meeting, if the shareholders are unable to attend the Meeting, they can appoint the Proxy or the company s independent directors as the proxy holder to attend the Meeting and vote on their behalf. The Department of Business Development, Ministry of Commerce, specified the three (3) proxy forms, as the announcement of the Department of Commercial Registration (No.5), B.E. 2550 as follows; 1. Form A. General Proxy Form 2. From B. Proxy Form which specified clearly agenda 3. From C. Proxy Form which used for foreign shareholders who have custodians in Thailand only The company provides the shareholders with Proxy Form A, Form B and Form C, as attached together with this invitation letter. (Recommend to use Form B) The shareholders who desire to appoint a Proxy, it is recommended that all shareholders and proxy holders declare all document and evidence required prior to attend the meeting, and please acknowledge the Documents required prior to attend the meeting, Guideline for Proxy Assignment, Voting Conditions and the Process for Attend the Meeting, according to Attachment 10 and please fill in and sign the proxy form and submit to the company within April 24, 2007 or submit it to the Chairman or his designated representative at the Meeting venue prior to attending the Meeting. If a shareholder prefers to appoint the company s independent directors to be the proxy holder, please see the Profile of Independent Director as stated in the Attachment 8. Page 26
Attachment 8 Profile of Independent Director Appointed to be Proxy of Shareholders not available to be present in the Meeting Mr. Plengsakdi Prakaspesat Address 211/54 MuangThong2/2 Pattanakarn Road, Prawet, Bangkok, Thailand 10250 Date or Birth November18, 1942 Age 65 years of age Nationality Thai Status Married Educational background - Graduate in Commerce from Ross College (Dublin), Ireland - Doctor of Philosophy (Honoraris Causa) on Mass Communication, Ramkhamhaeng University - Doctor of Philosophy (Honoraris Causa) on Arts, Rajabhat Institute Lampang - Certificate of the Course for Top Executives, The Association for Overseas Technical Scholarship (AOTS), Japan - The Joint State Private Sector Class 1, The National Defence College of Thailand - Directors Accreditation Program Class 27/2003, Thai Institute of Directors Association - The Characteristics of Effective Directors Class 1/2006, Thai Institute of Directors Association Position/Experience Present Independent Director and Member of the Audit Committee, ACL Bank Public Company Limited 1999 present Independent Director, Bangkok Insurance Public Company Limited - Chairman of the Audit Committee (2005 present) - Audit Committee (1999 2005) - Director of Remuneration and Nomination Committee (2004 2005) 2005 Present Adviser, MC. Industrial Chemical Co., Ltd. 2001 Present Adviser, United Flour Mill Public Co., Ltd. 1997 Present Senior Adviser, Thai Central Chemical Public Co., Ltd. 1997 2005 Corporate Chairman, MC. Industrial Chemical Co., Ltd. 1984-2006 Honorary Chairman, Asia Pacific Potash Corporation Co., Ltd. 1980-2001 Vice Chairman, United Flour Mill Public Co., Ltd. Page 27
Profile related to Bangkok Insurance Public Company Limited - Position - Director - Independent Director (Appointed on April 26, 2005) - Chairman of Audit Committee (Appointed on November 16, 2005) - Management Committee - None - - BKI Shareholding None - Legal Dispute No legal dispute during the past 5 years - Position in other Listed Company - Independent Director and Member of the Audit Committee, ACL Bank Public Company Limited - Adviser, United Flour Mill Public Co., Ltd. - Senior Adviser, Thai Central Chemical Public Co., Ltd. - Position in any business of the same nature as competing or significance connecting with that of BKI - None - - Meeting Attendance in Year 2006 - Board of Directors: 4 out of 4 - Audit Committee: 4 out of 4 Page 28
Attachment 9 Articles of Association of Bangkok Insurance Public Company Limited (Relating to the General Meeting of Shareholders) Chapter 5 general Meeting of Shreholders Article 40 Article 41 Article 42 The Board of Directors shall arrange for a shareholders meeting which is an annual ordinary general meeting of shareholders within 4(four) months from the last day of the fiscal year of the Company. Shareholders meetings other than the one referred to previously shall be called extraordinary general meetings of shareholders. The board of Directors may call an extraordinary general meeting of shareholders any time the Board considers it appropriate to do so or shareholders holding shares together not less than one-fifth of the total number of shares sold, or shareholders of not less than 25(twenty five) persons holding shares altogether not less one-tenth of the total number of shares sold may submit their names in a request directing the board of Directors to call an extraordinary general meeting at any time, but the reasons for calling such meeting shall be clearly stated inv such request. In such case, the Board of Directors shall proceed to arrange a shareholders meeting to be held within 1(one) month from the date of receipt of such request from the shareholders. In calling a shareholder meeting, the Board of Directors shall prepare a written notice calling the meeting that states the place, date, tine, agenda of the meeting and the matters to be proposed to the meeting with reasonable details. Such notice shall be delivered to the shareholders and the Registrar for their information at least 7(seven) days prior to the date of the meeting. The notice calling for the meeting shall also be published in a newspaper for 3(three) consecutive day at least 3 (three) days prior to the date of the meeting. In order constitute a quorum, there shall be not less than 25(twenty-five) shareholders and proxies (if any) attending the shareholders meeting, or not less than one-half of the total member of total shareholders, and in either case such shareholders shall hold shares in as aggregate of nor less than one-third of the total number of shares sold. At any shareholder meeting, if one hour has passed from the time specified for the meeting and the number of shareholders attending the meeting does not constitute a quorum as required, and if such shareholders meeting was called as a result of a request by the shareholders, such meeting shall be cancelled. if such meeting was not called by a request of the shareholders, the meeting shall be called once again and the notice calling such meeting shall be delivered to the shareholders not less than 7(seven) days prior to the date of the meeting. In the subsequent meeting a quorum is not required. Page 29