AGBA Group Holding Ltd. appointed new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On September 19, 2023, Mr. Wing-Fai Ng resigned as Chairman of the board of directors (the "Board") of AGBA while remaining as an executive director of the Board and Chief Executive Officer of the Company. Mr. Ng will continue to focus on the management of AGBA and there is no disagreement surrounding his resignation.


Simultaneously, Mr. Robert E. Diamond, Jr. was appointed as Chairman of the Board, effective immediately.


Mr. Diamond is Founding Partner and Chief Executive Officer of Atlas Merchant Capital and has been since its inception in 2013. Until 2012, Mr. Diamond was Chief Executive of Barclays, having previously held the position of President of Barclays and was responsible for Barclays Capital and Barclays Global Investors ("BGI"). He became an executive director of Barclays in 2005 and was a member of the Barclays Executive Committee.


Prior to Barclays, Mr. Diamond held senior executive positions at Credit Suisse First Boston and Morgan Stanley in the United States, Europe and Asia. Mr. Diamond worked at Credit Suisse First Boston from 1992 to 1996, where his roles included Vice Chairman and Head of Global Fixed Income and Foreign Exchange in New York, as well as Chairman, President and CEO of Credit Suisse First Boston Pacific. Mr. Diamond worked at Morgan Stanley from 1979 to 1992, including as the Head of European and Asian Fixed Income Trading.


In connection with Mr. Diamond's appointment as Chairman of Board, the Company entered into a Director Services Agreement ("Director Agreement") and an Indemnification Agreement ("Indemnification Agreement") with Mr. Diamond on September 19, 2023. Pursuant to the terms of the Director Agreement and the Indemnification Agreement, Mr. Diamond will receive a compensation of $83,333 per month, in arrears. The Indemnification Agreement generally provides that the Company shall indemnify Mr. Diamond to the fullest extent permitted by applicable law, subject to certain exceptions, against expenses, judgments, fines and other amounts actually and reasonably incurred in connection with his service as a director or officer and also provide for rights to advancement of expenses and contribution. Except as stated in the foregoing, there are no other transactional arrangements between the Company and Mr. Diamond.


There are no family relationships between Mr. Diamond and any other director or executive officer of the Company. Except as set forth in the foregoing, there is no material plan, contract or arrangement (whether or not written) to which Mr. Diamond is a party or in which each party participates that is entered into or a material amendment in connection with the triggering event or any grant or award to any such covered person or modification thereto, under any such plan, contract or arrangement in connection with any such event.


Further, on September 19, 2023, Ms. Wong Suet Fai, Almond resigned as an executive director of the Board while remaining as Group Chief Operating Officer of the Company. Ms. Wong's resignation was not a result of any disagreement with management or any matter relating to the Company's operations, policies or practices.