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					                                                                               -Translation-



Sor Bor Hor. 10/ 2010

                                       April 5, 2010

Subject :   Notice of the Annual General Shareholders’ Meeting No.1/2010.
.
To :        All Shareholders.

Enclosures : 1. A copy of the Minutes of the Annual General Shareholders’ Meeting
                No.1/2009.
             2. The 2009 Annual Report and 2009 Financial Statement.
             3. The Articles of Association concerned the Shareholders’ Meeting.
             4. The profile of the Directors (to support the consideration of the Agenda item
                6 and Agenda item 8)
             5. The profile of Independent Directors.
             6. The Proxy form B.
             7. The Guideline for Proxy Appointment, Registration and Document Required
                on the Meeting date.
             8. A map of the Meeting Venue.
             9. A Confirmation form.

       The Board of Directors of Siam Commercial New York Life Insurance Public
Company Limited which resolved to fix the Annual General Shareholders’ Meeting
No.1/2009 to be held on Thursday 22th of April, 2010 at 10:00 hours, at Eastin Hotel
Makkason Bangkok, Eastin Ballroom 1, the 8th Floor No.1091/343 New Petchburi Road,
Makkasan, Rajthevee, Bangkok 10400 Tel. 66-2651-7600 to consider the following agenda :

Agenda 1:     To consider approving the Minutes of the Annual General Shareholders’
              Meeting No. 1/2009 held on April 29, 2009

              Fact and Rationale:     The Annual General Shareholders’ Meeting
              No.1/2009 was held on April 29, 2009, a copy of which is attached hereto.

              The Board’s recommendation: The Board of Directors agrees that the minutes of
              the Annual General Shareholders’ Meeting No.1/2009 held on April 29, 2009, has
              correctly been stated and recommends the approval of the said Minutes.

              Required resolution:       The resolution for this agenda requires the majority
              votes of the shareholders who attend the meeting and cast their votes.

Agenda 2:     To acknowledge the report of the Board of Directors on the company’s
              business performance for the year 2009.

              Fact and Rationale:        The report for the company’s operational result in
              the fiscal year 2009 is shown in the attached annual report which has been
              distributed to shareholders together with this notice for calling the meeting.

              The Board’s recommendation: The Board of Directors proposes to the
              Shareholders’ Meeting to acknowledge the company’s 2009 business performance.
                                                                                -Translation-


Agenda 3:   To consider approving the Balance Sheet and Profit and Loss Statement of the
            company for the fiscal year ended December 31, 2009.

            Fact and Rationale:         In compliance with the Public Limited Company Act
            B.E. 2535, the company shall prepare a Balance Sheet and Profit and Loss
            Statement at the end of the fiscal year of the company which were audited and
            certified by auditor of the company, PricewaterhouseCoopers ABAS Limited,
            reviewed and endorsed by the Audit Committee and Board of Directors
            respectively that they were accurate and ready for shareholders’ approval.

            The Board’s recommendation: The Board of Directors agrees and recommends
            the Shareholders’ Meeting to consider approving the Balance Sheet and Profit
            and Loss Statement for the year ended 31 December 2009 which have already
            been audited and certified by the auditors, PricewaterhouseCoopers ABAS
            Limited, reviewed and endorsed by the Audit Committee and Board of Directors
            respectively that they are accurate. Details are shown in the attached annual
            report which has been distributed to shareholders together with this notice for
            calling the meeting.

            Required resolution:       The resolution for this agenda requires the majority
            votes of the shareholders who attend the meeting and cast their votes.

Agenda 4:   To consider the proposal for distributing dividend for the year of 2009.
            Fact and Rationale:        According to the company’s financial statements, the
            company has net profit in the fiscal year ending 31 December 2009 in the
            amount of Baht 1,582.08 million and has no accumulated losses, therefore, the
            company may consider paying dividend to the shareholders pursuant to the
            Section 115 of the Public Limited Company Act B.E. 2535 and the Section 56
            of the company’s Articles of Association. The company has already established
            the 10% (of registered capital) legal reserve required pursuant to the Section
            116 of the Public Limited Company Act. B.E. 2535 and the Section 55 of the
            company’s Articles of Association and has complied with the Section 32 of the
            Life Insurance Act B.E. 2535 by submitting a request to the OIC for approval
            to pay the requested dividend at the rate of Baht 6.30 per share, total amounting
            to Baht 418.95 million which is more than the year 2008 dividend amount that
            was granted at Baht 3.60 per share, total amounting to Baht 239.4 million or an
            increase of 75 %.

            The Board’s recommendation: The Board of Directors therefore proposes to
            the Shareholders’ Meeting for approval to pay dividend to the shareholders for
            the fiscal year 2009 at the rate of Baht 6.30 per share, total amounting to Baht
            418.95 million. Such payment of dividend will be made only to shareholders
            who are entitled to receive dividend as per names appearing in the shareholders
            register book as of the date on which the list of shareholders entitled to receive
            dividend are determined, which is April 29, 2010. The list of shareholders shall
            be collected in accordance with Section 225 of the Securities and Exchange Act
            B.E. 2535, and the duly revised of the Act by closing the shareholders
            registration books for suspension of share transfer on April 30, 2010 and
            payable on May 14, 2010. However, the company will be able to pay
                                                                                 -Translation-


            dividend at the proposed amount and on the date as stipulated only if the
            OIC approves the company to pay the requested dividend.

            Required resolution:       The resolution for this agenda requires the majority
            votes of the shareholders who attend the meeting and cast their votes

Agenda 5:   To consider approving the director remuneration for year 2010.

            Fact and Rationale: Since the Board has played a crucial role for setting and
            implementing the company’s policy and directing its operation, the remuneration
            of the members of the Board of Directors and sub-committees should be at
            appropriate level and in line with their duties and responsibilities and comparable
            to the same industry. The company therefore recommended to propose for the
            Shareholders’ Meeting to approve the remuneration for the Board of Directors and
            sub-committees for year 2010 at the same rate as that of year 2009.

            The Board’s recommendation: The Board of Directors considers appropriated
            to propose for the Shareholders’ Meeting to approve the remuneration for
            members of the Board of Directors and sub-committees for the year 2010 at the
            same rate as year 2009. They are:
              (1) Chairperson of the Board                 75,000 Baht/month
              (2) A Board of Directors’ member             20,000 Baht/person/month
              (3) Chairman of the Audit Committee          50,000 Baht/month
              (4) An Audit Committee’s member              25,000 Baht/person/month
              (5) Chairman of the Investment Committee 20,000 Baht/month
              (6) An Investment Committee’s member         10,000 Baht/person/month

            Required resolution:      The resolution for this agenda requires the votes of
            not less than two-thirds of the number of the shareholders who attend the
            meeting and have the right to vote.

Agenda 6:   To consider the proposal for the election of directors in place of those who are
            due to be retired by rotation.

            Fact and Rationale:         Pursuant to the Company’s Articles of Association,
            the member of the Board should be between 5 and 15 directors and one-third of
            them should be retired on every annual general meeting. At present, the Board
            is comprised of 12 directors. In 2009, there is one-third of all directors who are
            due to be retired by rotation and also be entitled to be re-elected as a director as
            follows;
               (1) Prof. Dr. Pornchai         Chunhachinda         Director, Chairman of the
                                                                   Audit Committee Member,
                                                                   Independent Director
               (2) Mr. Krairit                Euchukanonchai       Director
               (3) Mr. Adisorn                Sermchaiwong         Director
               (4) Mr. Narong                 Srichukrin           Director

            The Board’s recommendation: The Board of Directors, noted to the
            Shareholders’ Meeting that there are 4 directors who are retired by rotation,
                                                                                 -Translation-


            namely 1) Prof. Dr. Pornchai Chunhachinda 2) Mr. Krairit Euchukanonchai, 3)
            Mr. Adisorn Sermchaiwong and 4) Mr. Narong Srichukrin. The Board of
            Directors, without participation by any member, proposes for the Shareholders’
            Meeting to re-elect the retired directors namely 1) Prof. Dr. Pornchai
            Chunhachinda 2) Mr. Krairit Euchukanonchai 3) Mr. Narong Srichukrin as the
            directors of the company for another term. However Mr. Adisorn
            Sermchaiwong will not accept the re-election as he decided to resign from
            being a director of the company. The Board proposes Miss. Phanporn
            Kongyingyong for the shareholders to consider appointing her as a
            replacement. Their bio-data will be attached to the invitation notice of the
            Annual General Meeting of Shareholders.

            Required resolution:       The resolution for this agenda requires the majority
            votes of the shareholders who attend the meeting and cast their votes.

Agenda 7:   To consider approving for the company to amend the Articles of Association
            section 18 and section 61 as follow:

            7.1 From
                       Section 18, “The company shall have a number of the Board of
            Directors following the number prescribed by the Shareholders’ Meeting but
            not less than five directors nor over fifteen directors.
                       The director could be the shareholder of the company but three-
            fourths of all directors shall be Thai nationality as well as not less than one half
            of all directors shall have residence in the Kingdom.”

            To
                       Section 18, “The company shall have a number of the Board of
            Directors following the number prescribed by the Shareholders’ Meeting but
            not less than five directors nor over twenty directors.
                                  The director could be the shareholder of the company but
            three-fourths of all directors shall be Thai nationality as well as not less than
            one half of all directors shall have residence in the Kingdom.”

            7.2 From
            Section 61, “The company’s seals shall be as following
                        1. Ink seal




                        2. Convex seal




                        3. Company’s seal which is printed by programmed machine
                                                                              -Translation-


            To
            Section 61, The company’s seals shall be as following
                        1. Ink seal




                        2. Company’s seal which is printed by programmed machine




            And cancel convex seal as it is no longer in use.

            Fact and Rationale:         The company has proposed to change the number of
            directors and company’s seals which require the company to amend the Articles of
            Association, Section 18 and Section 61.

            The Board’s recommendation: The Board of Directors proposes to the
            Shareholders’ Meeting to consider approving the amendment of the Articles of
            Association, Section 18 and Section 61 and cancel the convex seal as it is no
            longer in use.

            Required resolution:      The resolution for this agenda requires the votes of
            not less than three-fourths of the number of the shareholders who attend the
            meeting and have the right to vote.

Agenda 8:   To consider approving the company to increase the number of directors from
            the existing 12 directors to 16 directors

            Fact and Rationale: In relation to the request to the amendment of the Articles
            of Association, section 18 and to rapid the business growth of the company, it
            is deemed appropriate to increase the size of the Board of Directors from 12 to
            16 directors.

            The Board’s recommendation: The Board of Directors, in relation to the
            amendment of the Articles of Association, Section 18, proposes for the
            Shareholders’ Meeting to consider approving the company to increase the
            number of directors from 12 to 16 directors. Subsequently the Board will meet
            again on March 30, 2010 to consider and propose the nomination of the 4
            candidates for the shareholder to consider appointing in the Annual General
            Meeting of Shareholders. Their bio-data will be disclosed immediately to the
            SET and will also be attached to the invitation notice.

            Required resolution:       The resolution for this agenda requires the majority
            votes of the shareholders who attend the meeting and cast their votes
                                                                                -Translation-


Agenda 9:      To consider the proposal for appointment of the company’s auditor for the year
               2010 and fixing the remuneration.

               Fact and Rationale:        Pursuant to the Public Limited Company Act, B.E.
               2535 and the company’s Articles of Association, the Shareholders Meeting
               shall appoint an auditor and fix the audit fee every year. The Audit Committee
               considers it appropriate to recommend for the Board’s endorsement in seeking
               shareholders’ approval for the appointment of PricewaterhouseCoopers ABAS
               Limited, as the company’s Auditors for financial year 2010 by having
               Mrs.Unakorn Phruiththada Certified Public Accountant (Thailand) No.3257
               and Mr. Boonlert Kamolchanokkul Certified Public Accountant (Thailand)
               No.5339 as auditors. PricewaterhouseCoopers ABAS Limited is a famous and
               reliable accounting firm that has an extensive network and is well recognized
               nationwide. The Audit Committee has considered the proposal and decided that
               PricewaterhouseCoopers ABAS Limited has all the qualities as set forth by the
               Stock Exchange Commission and the two auditors are not related to or have
               common interest in or any conflict of interest with the company. The auditors’
               fee shall be of Baht 1,805,000. (One million eight hundred and five thousand
               Baht) plus other actual expenses incurred.

               The Board’s recommendation: The Board of Directors proposes for the
               Shareholders’ Meeting to consider appointing PricewaterhouseCoopers ABAS
               Limited by having Mrs.Unakorn Phruiththada Certified Public Accountant
               (Thailand) No.3257 and Mr. Boonlert Kamolchanokkul Certified Public
               Accountant (Thailand) No.5339 as the external auditors of the company with a
               total audit fee of Baht 1,805,000. (One million eight hundred and five thousand
               Baht) plus other actual expenses incurred. In the absence of the above-named
               auditors, PricewaterhouseCoopers ABAS Limited is authorized to identify one
               other Certified Public Accountant with PricewaterhouseCoopers ABAS Limited
               to carry out the work.
               Required resolution:       The resolution for this agenda requires the majority
               votes of the shareholders who attend the meeting and cast their votes

 Agenda 10: Other businesses (if any).




         The Company would be grateful if you kindly attend the Meeting at the said venue,
 date and time. If you cannot personally attend the meeting, you may appoint a proxy-holder to
 attend the Meeting for and on your behalf. You can also appoint Mr.Suwit Duangpichakul
 and Mr.Wirutt Ruttanaporn. Independent Directors, members of the Audit Committee as your
 proxy-holder to attend the Meeting and vote on your behalf. The appointment of proxy-holder
 shall be made in Proxy Form. In case where you have appointed a proxy-holder to attend the
 Meeting and vote on your behalf there, please kindly put the Proxy Form in the addressed
 envelope provided and return it to the company before the date of the Meeting.
                                                                                -Translation-


        The record date for rights to attend and vote at the Annual General Shareholder
Meeting No.1/2010 will be on Wednesday, 31 March, 2010 and share registration book shall
be closed on Thursday, 1 April, 2010 to collect the names of shareholders as stipulated in the
Securities and Exchange Act B.E. 2535, Section 225, and the duly revised.




                                       Please be informed accordingly.


                                            Yours Truly,
                       Siam Commercial New York life Insurance Public Company Limited




                                              (Mr. C. Donald Carden)
                                                President and CEO

				
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