Conversion of SCB Preferred Shares

 Conversion preferred shares into ordinary shares - The Siam Commercial Bank Public Company 
 Item   Description
 Exercise Right   1 preferred shares may be converted into 1 ordinary shares.
 Exercise Price   None.
 First Exercise Date   June 30, 1999
 Conversion Period
every 3 months period, i.e. March 31, June 30, September 30 and December 31 of every year, whereby:
1. for the exercise date of Mar 31, conversion notice shall have to be filed during Mar 16-30.
2. for the exercise date of Jun 30, conversion notice shall have to be filed during Jun 15-29.
3. for the exercise date of Sep 30, conversion notice shall have to be filed during Sep 15-29.
4. for the exercise date of Dec 31, conversion notice shall have to be filed during Dec 16-30.
   
 Exercise Procedure
1. Any holder of preferred shares may, within business hours, file a conversion notice with Thailand Securities Depository Company Limited or securities company which is its broker for securities trading.
2. Any holder of preferred shares may obtain form of conversion notice at Thailand Securi- ties Depository Company Limited or securities company which is its broker for securities trading
3. Documents required to be delivered for conversion are:
 
- form of conversion notice as prescribed by the Bank;
- preferred shares certificate or any replacement thereof (as prescribed by SET); and
- in case of an individual, a copy of personal identification card, alien identification card or passport (as the case may be), all of which have to be certified correct by the owner of such card or passport,
  in case of a corporate entity, a copy of affidavit, certifying its juristic person status issued no more than 1 year prior to the date of filing together with a copy of personal identifica- tion card of the director who has authority to sign on behalf of such a corporate entity certified correct by the owner of such card.
 
 Place for Exercise
1. Thailand Securities Depository Company Limited; or
2. any securities company which is the broker of such holder of preferred shares for securi- ties trading.
*For more information please contact Shareholder services, Board Secretariat and Shareholder Services Office Tel. 02-544-4216-18
 
 Material Preferential Rights 
 Item   Description
 Material Preferential Rights
1. The holders of preferred shares will be entitled to receive a non-cumulative dividend in priority to holders of ordinary shares at the rate of 5.25% per annum calculated on the purchase price of the preferred shares paid by the Ministry of Finance at first (Baht 26) (provided however that the Bank shall have to have profits after fully provisioning for non- performing loans, have no accumulated losses and is able to maintain adequate capital funds after payment of such dividends).
2. In the event of a decrease of capital due to losses attributable to any assets of the Bank held prior to the increase of capital of the Bank by the Ministry of Finance, such capital de- crease shall be firstly made to ordinary shares.In the event of a liquidation, assets remaining will be distributed to the holders of preferred shares in priority to the holders of ordinary shares
3. Preferential rights under preferred shares will last for 10 years from the date upon which the Ministry of Finance made payment for the preferred shares at first (May 10, 1999).
4. Preferred shares may be convertible into ordinary shares by filing an application for con- version or conversion notice together with delivery of preferred shares certificate, pursuant to the terms and within the time prescribed by the Bank.