I.

The suitable shareholding structure for holding the Target Entity considering majority Thai or
foreign ownership aspects;

Under the Non-Life Insurance Act B.E. 2535 (A.D 1992) (as amended) (“NLIA”), which is the
specific body of law governing the insurance/reinsurance and insurance/reinsurance-related
businesses/ activities in the country, only a licensed insurance company, Thai or foreign, may
operate a non-life insurance and reinsurance business.

One-third of the directors must be Thai individuals, and the shareholding structure between Thai
Shareholders and foreign shareholders must be at least 76.24% (out of shares eligible to vote
and already sold). The Finance Minister may grant deviation from the 76.24% shareholding ratios
through the advice of the Cabinet, only in the circumstance where a licensed company’s status
or operating may be detrimental to the insured’s or public’s interest: however, to the maximum
extent of 49% shares (eligible to vote and already sold) being held by foreign investors.

II. Implications of a foreign ownership structure under the Foreign Business Act (FBA) and required
license and permit; and

Under the Insurance Acts, there is a general prohibition against any person issuing an insurance
policy in Thailand without an insurance license from the OIC. Under the Insurance Acts, there is
a specific exception to this general prohibition which allows an insurer, not licensed by the OIC
but licensed in a country recognised under a bilateral treaty with Thailand, to issue an insurance
policy in Thailand.

List one includes newspaper businesses, animal farming, land trading and other activities.
Foreigners are prohibited from operating businesses in list one for “special reasons” and there is
no approval available for a foreigner or foreign entity to obtain.

List two has three groups and includes businesses related to national security and domestic
land, waterway, or air transportation (including the domestic airline business). Foreigners or
foreign entities can operate a business engaged in list two activities if approval has been given by
the Minister of Commerce and the Cabinet. However, it is very difficult to obtain such approval.

List three Foreigners and foreign entities are prohibited from engaging in list three activities on
the grounds that “Thai nationals are not ready to compete” with foreigners. It is possible for
foreigners and foreign entities to receive approval from the Director-General of the Commercial
Registration of the Department of Business Development and the Foreign Business Committee
for these activities. List three consists of “other categories of service business except those
prescribed by ministerial regulations”.

The Insurance Acts do not prescribe any single shareholding limit. Under the Insurance Acts, any
single shareholder can hold up to 10% of the shares of any insurer without regulatory approval.
Any single shareholding above 10% requires the specific approval of the OIC. Any M&A
transaction as well as internal reorganisation which results in a single shareholder holding more
 than 10% of the shares would likely require specific approval of the OIC. The Insurance Acts do
not prescribe the criteria and/or factors the OIC would consider in granting its approval for any
single shareholding above 10%, including whether or not it would apply a fit and proper person
test. There is a similar single shareholding limit in FIBA. The single shareholding limit does not
apply to Foreign Subsidiaries, Foreign Branches and insurers operating under Other Forms.

III. Legal requirements under the FBA for applying Foreign Business License (FBL), including process,
timeframe and associated costs with respect to applying for approval in principle and applying
for the official FBL, and conditions thereof on the granting of the FBL.

A foreign company interested in obtaining a FBL must submit an application and any necessary
documents to the Director-General of the Department of Business Development. The Director-
General will make a decision regarding the application within 60 days from filing the application.
The Director-General will then issue the license within 15 days after the approval date. In
practice, the process takes around 6 months and there is no guarantee the applicant will obtain
it.

The Insurance Acts do not prescribe any requirements to obtain prior approval of the OIC in
respect of a change of articles of association, memorandum of association or directors. However,
as a matter of practice, the Ministry of Commerce (MoC) would not register any change of
articles of association, memorandum of association or directors by an insurer unless the OIC has
approved such change. The Insurance Acts requires an insurer to report any change of its articles
of association, memorandum of association, directors or management personnel to the OIC,
within 15 days after such change. This requirement is substantially in line with an existing
notification of the OIC. In addition, any appointment of director or management personnel
require the prior approval of the OIC. It is unclear whether the MoC would, as a matter of
practice, still require approval of the OIC prior to registration of any change of articles of
association or memorandum of association. FIBA requires any financial institution to report any
change of the articles of association, memorandum of association, directors or management
personnel to the BoT, within 15 days after such change. Pre-approval of the BoT is also required
for any appointment of directors, managers, management personnel or advisor.

With these requirements met, the foreign company can apply for an FBL through the DBD. Once
they review the application and supporting documents, the DBD will propose that the Minister
of Commerce endorse the application with the Cabinet. After Cabinet approval, the DBD should
issue the license within 15 days; however, the entire process may take up to 120 days from the
application date. There are government fees for the application and issuance of the certificate.