KASIKORNBANK Strategic Acquisition slide image

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. บริการทุกระดับประทับใจ 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 บริการทุกระดับประทับใจ 62 62
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