Dividend Policy and Payout

In any circumstance, the dividend payment is subject to our Articles of Association, the approval of our shareholders and/or the Board, and other applicable laws. From time to time, our Board may declare interim dividends and report such payments to the shareholders’ meeting for acknowledgment at the next shareholders’ meeting. Dividend must only be paid from net profit after taxes and legal reserves. It is our policy to pay to our shareholders a dividend of not less than 30% of net profit after taxes in each fiscal year. However, each distribution of dividends and each revision of our dividend policy shall take into account various factors referred to above and is subject to the discretion of our Board.

Under the Public Limited Company Act B.E. 2535 (1992), as amended, (“PLCA”), we may only pay dividends out of profit and, if our retained earnings are not positive, we cannot pay any dividends, even if we record positive profit for the year. In addition, under the Life Insurance Act, we are required to obtain an approval from the Secretary-General of the OIC on our calculation of profits for the purposes of dividend distribution. Dividends in respect of shares of Thai companies are generally subject to income tax withholding at a rate of 10% when paid to non-resident corporate investors or to non-resident individual investors. See “Taxation — Thai Taxation.”