Page 206 - BAM ONE REPORT 2564 (ENGLISH VERSION)
P. 206

204   Part 2
             Corporate Governance





                   Connected Transactions



            The Company’s transactions with related persons in the accounting year ending as of 31 December 2020 and the
            accounting year ending as of 31 December 2021, as approved by the audit committee meeting No.4/2021 on 25
            February 2021, and No. 3/2022 on 25 February 2022, respectively, can be summarized as follows


                                                                                                                                  Transaction value (million baht)
              Related person/                                                                                                 Year ending as of        Year ending as of                                        Opinions of the audit

               juristic person                  Relationship                               Transaction                           31 Dec 2020             31 Dec 2021           Necessity and Rationale              committee
        1.  Krungthai Bank Public   •  The company and Krungthai Bank Public  1.1  Short term loans-related transaction                                                  •  As of 31 December 2020, the company  •  Such transaction was financially
           Company Limited             Company Limited have a common major   •  Issued bond and loan                                                                        had short-term loans with Krungthai   aided by the Company with interest
                                       shareholder which is the Financial Institution   -  Beginning                                             -                   -      Bank Public Company Limited for 500.0   rate and general loan conditions
                                       Development Fund (Development Fund).   -  Increase                                                   3,750.0                  -      million Baht to manage the liquidity of   as if it was borrowing from another
                                       As of 31 December 2021, the Development   -  Decrease                                               (3,750.0)                 -      the Company. Such loan’s interest is   financial institution, which is not
                                       Fund holds 45.8%, shares in the Company   -  End                                                          -                   -      at the money market rate. However,   a related person.
                                       and holds shares of Krungthai Bank Public   •  Interest payable                                                                      the company canceled such short-term   • The audit committee considered
                                       company Limited at 55.1%                                                                                4.6                   -      loans for 14,067,825.00 Baht on 7    it and realized that such transaction

                                                                                                                                                                            September 2021.                  was suitable and reasonable.
                                                                         1.2  Debenture-related transaction                                                              •  The company offered debentures to  •  Such a transaction was a financial
                                                                             •  Debenture                                                                                   institutional investors and/or High Net   aid program of the Company.
                                                                              -  Beginning                                                   229.6              1,093.0     Worth Investors to manage liquidity of the   The offer price and interest rate
                                                                              -  Increase                                                   1,725.0               745.8     company. They were non-subordinated   of debentures were the same offer
                                                                              -  Decrease                                                   (861.6)              (985.0)    debentures with identification of the   price and interest rate as the
                                                                              -  End                                                                                        holders’ name, without security, an   Company offered to other
                                                                             •  Interest payable                                            1,093.0               853.8     agent for the debenture holders. The   subscribers who were third parties.
                                                                             •  Accrued interest                                              22.2                 23.0     debenture issuer had rights to redeem  • The audit committee considered
                                                                                                                                               0.3                 10.6     the debentures before due (depending   it and realized that such transaction
                                                                                                                                                                            on type of debenture)            was suitable and reasonable.

                                                                                                                                                                         •  As of 31 December 2021, Krungthai
                                                                                                                                                                            Bank Public Company Limited held
                                                                                                                                                                            debentures for 853,800 units, with
                                                                                                                                                                            a par value of 1,000 Baht as follows
                                                                                                                                                                             No.1/2017 on 23 June 2017
                                                                                                                                                                                rd
                                                                                                                                                                            -   3  serie, 5-year term with Maturity
                                                                                                                                                                               Date on 23 June 2022, and fixed
                                                                                                                                                                               interest rate at 3.41% per year, for
                                                                                                                                                                               8,000 units
                                                                                                                                                                             -   4  serie: 7-year term, with Maturity
                                                                                                                                                                                th
                                                                                                                                                                               Date on 23 June 2024, and fixed
                                                                                                                                                                               interest rate at 3.64% per year,
                                                                                                                                                                               for 50,000 units
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