KASIKORNBANK Strategic Acquisition
K
KASIKORNTHAI
ธนาคารกสิกรไทย
开泰银行 KASIKORNBANK
KBank and MTL Enter the 10 Years Bancassurance Agreement
■This transaction is a connected transaction, per Thai regulations, as it is conducted with MTL. This transaction does
not require shareholder approval at the Shareholders' Meeting as it is a normal business transaction
conducted with general trading conditions.
■ KBank deems this transaction as a very important transaction. As such, KBank wants to solicit shareholder
participation in the decision so as to enhance transparency and be consistent with good corporate
governance practices.
■KBank's Board of Directors resolved to submit the transaction for shareholder approval at the Extraordinary General
Meeting of Shareholders on August 26, 2021, and the Extraordinary General Meeting approved the transaction.
■KBank views the continuity of distributing the life insurance products of MTL according to this new Bancassurance
Agreement, will:
Provide maximum benefits to KBank's overall insurance business value;
➤ Provide more favorable conditions and greater benefits to KBank;
➤ Continue the cooperation through a 10-years relationship with MTL, a leading life insurance company;
Cause no disruption in business operations with MTL and services provided to KBank customers.
■ KBank appointed three external independent advisors to provide opinions on the transaction
Actuarial Advisor
Willis Towers Watson I.IPH
KBank's actuarial advisor to provide
opinion on transaction value relative to
market.
IFA
JC Jay Capital Advisory
JT
KBank's independent financial advisor
(IFA) to provide opinions for
Shareholders' consideration.
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Legal Advisor
THANATHIP & PARTNERS
KBank's legal advisor on terms and
condition of bancassurance agreement.
61
K
KASIKORNTHAI
ธนาคารกสิกรไทย
开泰银行 KASIKORNBANK
Key Transaction Summary and BA Business Going Forward
■KBank and Muang Thai Life Insurance (MTL), a subsidiary which KBank effectively holds 38.25% shares,
have entered into a 10-year exclusivity bancassurance agreement. KBank will receive payment of
Bt 12.7 bn and annual performance bonus, in return for distributing MTL's life insurance products,
health and critical illness insurance products.
■In comparison to similar exclusivity bancassurance arrangement, Jay Capital (KBank's IFA) provided an
opinion that terms, conditions as well as the basis of exclusivity fee determination are appropriate.
KBank considered the overall economic value - both BA agreement value and equity value.
■ Aligning strategic direction with MTL through Bancassurance Agreement, KBank expects to enlarge BA
markets in all key insurance products; life, health, and critical illness. In addition, KBank's Share of
Wallet (SOW) in BA is still relatively low; thus, KBank could penetrate the market in a liquidity-flush
environment.
■ Amortization of BA agreement value (Bt 12.7 bn.) and performance bonus will be recorded in non-interest
income in Bank only financial statement and in non-controlling interest in consolidated financial statement
Note: BA Bancassurance; IFA = Independent Financial Advisor
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