Bank of Ayudhya Public : Notification of the Board of Directors' Resolution regarding Connected Transaction

		- Translation -
No.	CORS 122 / 2022	June 23, 2022
Re:	Notification of the Bank Board of Directors' Resolution regarding Connected Transaction
To:	The President
	The Stock Exchange of Thailand

The Board of Directors Meeting of Bank of Ayudhya PCL (the "Bank") No. 6/2565 (2022) held on Wednesday, June 22, 2022 has passed the following resolutions:

1. Approved the Bank to sell their NPL Portfolio to Bangkok Commercial Asset Management Public Company
   Limited ("BAM") who is the highest bidder in sealed bid public auction. The transaction consists of 404 customers and the outstanding balance as of the cut-off date, January 31, 2022, is THB 1,438.17 million (Detail of Information Memorandum is as per attachment 1).
2. Approved the Purchase of Corporate Salary Loan portfolio between SB Finance Company, Inc. (SBF), for which the Bank holds 50% of shares, and Security Bank Corporation (SBC) by July, 2022, total transaction value PHP 565 million or approximately THB 356 million, under a discounted cash flow (DCF) method (Detail of Information Memorandum is as per attachment 2).

Both transactions are considered connected transactions in accordance with the Notification of the Capital Market Supervisory Board. The total transaction value size is greater than 0.03% but less than 3% of the net tangible assets of the Bank as at March 31, 2022. In addition, accordance with the Notification of the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Act of Listed Companies Concerning the Connected Transaction (No.2), 2004, the transaction size does not require seeking an approval from the Shareholders' Meeting but requires Board of Directors' approval and disclosure to The Stock Exchange of Thailand.

Please be informed accordingly.

Yours sincerely,

- Signature -

(Mr. Seiichiro Akita)

President and Chief Executive Officer

Attachment 1

Information Memorandum on the Connected Transaction of

Bank of Ayudhya Public Company Limited

1. Transaction Date
2. • The Board of Directors' Approval: 22 June 2022
   • Expected Signing Date: 27 June 2022
   • Expected Closing Date: 22 July 2022
3. Parties Relevant Parties
4. • Purchaser: Bangkok Commercial Asset Management Public Company Limited ("BAM")
   • Seller: Bank of Ayudhya Public Company Limited (the "Bank")
   • Parties who are Connected Persons and Relationship: The Purchaser has a Chairperson who is the Bank's Independent Director and Chairperson of Audit Committee (Mrs. Tongurai Limpiti).
5. General Characteristics of Connected Transactions
   The NPL portfolio sale Project no.1/2022 is the sealed bid public auction conducted by outsourced well-known Financial Advisor. The process is in line with market conduct that holds to transparency principle and equally fair to all bidders in the bidding process. There were 6 bidders in this project and BAM is 1 of the 2 winning bidders.
   The sale of NPL portfolio to BAM consists of the medium enterprises and retail customers in Thailand. The transaction consists of 404 customers with the outstanding balance as of 31 January 2022 of THB 1,438.17 million.
6. Relationship between the parties
   Shareholders Structure that BAM's Chairperson is the Bank's Independent Director and Chairperson of the Audit Committee.
7. • Bank of Ayudhya Public Company Limited
     List of the Bank's directors as of 17 June 2022;

No.	Name		Position
1.	Mr. KARUN KITTISATAPORN		CHAIRPERSON OF THE BOARD OF DIRECTORS
2.	Mr. TAKANORI SAZAKI		VICE CHAIRPERSON
3.	Mr. SEIICHIRO AKITA		PRESIDENT & CHIEF EXECUTIVE OFFICER
	DIRECTOR
4.	Miss NOPPORN TIRAWATTANAGOOL		DIRECTOR
5.	Mr. PORNSANONG TUCHINDA		DIRECTOR
6.	Miss DUANGDAO WONGPANITKRIT		DIRECTOR
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Attachment 1

1. Mr. HISASHI KANAMORI
2. Mr. VIRAT PHAIRATPHIBOON
3. Mr. JAMLONG ATIKUL

1. Mrs. TONGURAI LIMPITI
2. Mr. WITTAYA WATCHARAWITTAYAKUL

DIRECTOR

DIRECTOR

INDEPENDENT DIRECTOR

AUDIT COMMITTEE

INDEPENDENT DIRECTOR

CHAIRPERSON OF THE AUDIT COMMITTEE

INDEPENDENT DIRECTOR

AUDIT COMMITTEE

Source: Website of the Stock Exchange of Thailand

• Bangkok Commercial Asset Management Public Company Limited
  List of the BAM's directors as of 17 June 2022;

No.	Name	Position
1.	Mrs. TONGURAI LIMPITI	CHAIRPERSON
2.	Mr. BUNYONG VISATEMONGKOLCHAI	CHAIRPERSON OF THE EXECUTIVE BOARD
VICE CHAIRPERSON OF THE BOARD OF DIRECTORS
3.	Mr. BUNDIT ANANTAMONGKOL	CHIEF EXECUTIVE OFFICE
DIRECTOR
4.	Mr. SATORN TOPOTHAI	DIRECTOR
5.	Mr. PISIT SEREWIWATTANA	DIRECTOR
6.	Mr. TIBORDEE WATTANAKUL	DIRECTOR
7.	Mr. THAKORN PIYAPAN	DIRECTOR
8.	Mr. VASANT THIENHOM	INDEPENDENT DIRECTOR
CHAIRPERSON OF THE AUDIT COMMITTEE
9.	Mr. YOS KIMSAWATDE	INDEPENDENT DIRECTOR
AUDIT COMMITTEE

10. Mrs. MANEERAT SRISAOVAJATI

INDEPENDENT DIRECTOR AUDIT COMMITTEE

11. Mr. SONGPOL CHEVAPANYAROJ

INDEPENDENT DIRECTOR AUDIT COMMITTEE

Source: Website of the Stock Exchange of Thailand

5. Size of Connected Transaction

The Transaction is considered a connected transaction in accordance with the Notification of the Capital Market Supervisory Board relating to Connected Transactions B.E. 2551. The total transaction value size is greater than 0.03% but less than 3% of the net tangible assets of the Bank as at 31 March 2022. Refer to the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Act of Listed Companies Concerning

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Attachment 1

the Connected Transaction (No.2), 2004, the transaction size does not require seeking an approval from the Shareholders' Meeting but requires Board of Directors' approval and disclosure to the SET.

6. Opinion of the Bank's Board of Directors and the Bank's Audit Committee

The Bank's Board of Directors Meeting No. 6/2022 held on June 22, 2022 approved to sell its NPL Portfolio after endorsed by the Audit Committee Special Meeting No. 1/2022 held on June 22, 2022. In this regard, the directors and the Audit Committee member who have an interest did not participate and vote on this agenda.

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Attachment 2

Bank of Ayudhya PCL

Information on connected transactions

1. Date Month Year
2. • The Audit Committee endorsement: April 12, 2022
   • The Board of Directors' Meeting approval: June 22, 2022.
3. Parties Transaction related
4. • Buyer: SB Finance Company, Inc. (SBF) Bank of Ayudhya Co., Ltd. acquired 50% stake
   • Seller: Security Bank Corporation (SBC) (Relationship with MUFG, where MUFG is a major shareholder of Bank of Ayudhya Co., Ltd.)
   • Connected parties and their relationship: Bank of Ayudhya Co., Ltd. has acquired 50% stake in SB Finance Company, Inc. (SBF).
5. Types and Details
   Purchasing a Corporate Salary Loan portfolio from Security Bank Corporation (SBC), by July, 2022, total transaction value of PHP 565 million, or approximately 356 million baht under the Discounted Cash Flow (DCF) method.
   PWC is an independent consulting firm to verify the suitability of the Pricing model and its assumptions, as well as commenting on the Price Multiplier that it should be between 98.2% - 102%, which the Price Multiplier 101.5% is acceptable because In the said price range, the loan portfolio will be loans to customers who are employees of the company that SBC has assessed as having good credit status Employee loan payments through Portfolio net income (NI) per annum is estimated at 1.68%, in excess of SBF's Target ROA.
   However, the purchase of such loan portfolios will proceed from the operation of SB Finance Company, Inc. (SBF).
6. Characteristics of the relationship between the parties

Board of Directors Structure SB Finance Company, Inc. (SBF) Counterparty in which the Bank's executives are joint directors. (Mr. K.S. Chandrashekar, Mr. Pornthep Tirasuntrakul, Ms. Pathatai Kulachan) are the Company's Chairperson.

The latest list of directors are as follows:

No.	Name		Position
1.	Mr. Alfonso Salcedo		Chairperson
2.	Ms. Maria Christina A. Tingson		Director
3.	Mr. Daniel S. Dy			Director
4.	Mr. K.S. Chandrashekar		Director
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