Pursuant to the resolution of the Extraordinary General Meeting of Shareholders No. 1/2022 on August 8, 2022, we, Aetna Health Insurance (Thailand) Public Company Limited (the "Company") wish to inform you that the shareholders of the Company passed the resolution approving the amalgamation between the Company and Allianz Ayudhya General Insurance Ayudhya General Insurance Public Company Limited ("Allianz Ayudhya General Insurance"). The amalgamation will be carried out under the conditions and subject to the approval of the amalgamation of the Insurance Commission under Section 13 of the Non-life Insurance Act B.E. 2535 and as amended, and the requirements under the Non-life Insurance Act B.E. 2535 and as amended and the Public Limited Company Act B.E. 2535 and as amended.
Under the Public Limited Company Act B.E. 2535 and as amended, the Company is obligated to send a written notification of the resolution of the amalgamation of the Company's shareholders’ meeting to the Company’s creditors and in which case the creditors will have the right to object to the amalgamation. Any creditor who desires to object to the amalgamation may submit an objection notice to the Company within two months from the date of receipt of the notification of the amalgamation resolution. Under the law, the Company is able to make payment for the debt or give security for the debt prior to the amalgamation.
After the expiration of the abovementioned two-month period, and after the Company and Allianz Ayudhya General Insurance have obtained approval of the amalgamation from the Insurance Commission under Section 13 of the Non-life Insurance Act B.E. 2535 and as amended, the Company and Allianz Ayudhya General Insurance will convene a joint shareholders’ meeting for consideration and approval of the matters relating to the new company resulting from the amalgamation (the "New Company") and will proceed to register the amalgamation with the public company registrar. The New Company will operate a non-life insurance business under the name of "Allianz Ayudhya General Insurance Public Company Limited". By virtue of law, the New Company will assume all assets, rights, duties, obligations and responsibilities of the Company and Allianz Ayudhya General Insurance. That is, all of your rights and obligations as a creditor will remain the same and the New Company will replace the Company as your contractual party. When the amalgamation process is completed, the juristic person status of the Company and Allianz Ayudhya General Insurance will cease to exist by the virtue of law.
As per the reasons set out above, the Company would like to notify you of the resolution of the shareholders’ meeting of the Company approving the amalgamation for your consideration. If you desire to exercise your right to object to this amalgamation, please send your objection notice to the Company within two months from the date of receipt of this notification. Otherwise, it shall be deemed that you do not object to the amalgamation. For your convenience on such matter, the Company has prepared a notification form for exercise of creditor’s rights on the amalgamation, please download here Policyholders / Creditors. If you have any questions on the amalgamation, you can contact our Customer Services Department, contact no. 02 2328 666 or csc@allianz.co.th
We thank you for your trust in us. We look forward to your support on this amalgamation. We hope to have the opportunity to continue our business relationship under the New Company in the future. Please be informed accordingly and thank you again for your support.
Yours faithfully,
Damian Delaney
Managing Director, Aetna Health Insurance (Thailand) Public Company Limited
Under the Public Limited Company Act B.E. 2535 and as amended, the Company is obligated to send a written notification of the resolution of the amalgamation of the Company's shareholders’ meeting to the Company’s creditors and in which case the creditors will have the right to object to the amalgamation. Any creditor who desires to object to the amalgamation may submit an objection notice to the Company within two months from the date of receipt of the notification of the amalgamation resolution. Under the law, the Company is able to make payment for the debt or give security for the debt prior to the amalgamation.
After the expiration of the abovementioned two-month period, and after the Company and Allianz Ayudhya General Insurance have obtained approval of the amalgamation from the Insurance Commission under Section 13 of the Non-life Insurance Act B.E. 2535 and as amended, the Company and Allianz Ayudhya General Insurance will convene a joint shareholders’ meeting for consideration and approval of the matters relating to the new company resulting from the amalgamation (the "New Company") and will proceed to register the amalgamation with the public company registrar. The New Company will operate a non-life insurance business under the name of "Allianz Ayudhya General Insurance Public Company Limited". By virtue of law, the New Company will assume all assets, rights, duties, obligations and responsibilities of the Company and Allianz Ayudhya General Insurance. That is, all of your rights and obligations as a creditor will remain the same and the New Company will replace the Company as your contractual party. When the amalgamation process is completed, the juristic person status of the Company and Allianz Ayudhya General Insurance will cease to exist by the virtue of law.
As per the reasons set out above, the Company would like to notify you of the resolution of the shareholders’ meeting of the Company approving the amalgamation for your consideration. If you desire to exercise your right to object to this amalgamation, please send your objection notice to the Company within two months from the date of receipt of this notification. Otherwise, it shall be deemed that you do not object to the amalgamation. For your convenience on such matter, the Company has prepared a notification form for exercise of creditor’s rights on the amalgamation, please download here Policyholders / Creditors. If you have any questions on the amalgamation, you can contact our Customer Services Department, contact no. 02 2328 666 or csc@allianz.co.th
We thank you for your trust in us. We look forward to your support on this amalgamation. We hope to have the opportunity to continue our business relationship under the New Company in the future. Please be informed accordingly and thank you again for your support.
Yours faithfully,
Damian Delaney
Managing Director, Aetna Health Insurance (Thailand) Public Company Limited