Rights of Shareholders

The Board of Directors recognizes importance to basic rights of shareholders both as investors in the securities and the owner of the Company, such as the right to buy, sell, transfer the securities, the right to receive a profit sharing from the Company, the right to receive sufficient information and the right to attend the meeting to exercise the voting right at the shareholders' meeting to appoint or remove directors, appoint auditors, approve important transactions that affect the Company's business, allot dividend, determine or amend of the company's memorandum and articles of association, decrease or increase the capital and approve special transactions etc.

The Company has a mission to promote and facilitate the shareholders to exercise of their rights as follows:

  1. Provide date, time, location, and agenda with explanations and reasons for each agenda or the resolution as requested in the invitation letter for the Annual General Meeting and Extraordinary General Meeting or in the attachment of the meeting agenda for the decision of the shareholders and refrain from any actions which limit the opportunity of the shareholders to study the information of the Company.
  2. อFacilitate all groups of shareholders to fully exercise their rights to attend the meeting and vote and refrain from any actions which limit the opportunity for shareholders to attend the meeting, such as using a meeting location that is convenient for travel including a map for meeting location in the invitation letter, the right date and time and sufficient time for the meeting. Attending the meeting to vote should not have a complicated or expensive process.
  3. Before the date of the shareholders' meeting, the Company will allow the shareholders to send comments, suggestions, or questions in advance of the meeting date by clearly specifying criteria for submitting questions in advance and notify the shareholders together with the delivery of the invitation letter and the Company will disseminate the criteria on the Company's website.
  4. Encourage shareholders to use a proxy form in which shareholders can spe cify voting directions and propose at least 1 independent director as an alternative to shareholders' proxies.
  5. In the shareholders' meeting, the chairman of the meeting will allocate the time appropriately and the Company will open the opportunity for shareholders to express their views, suggestions, or questions on various agendas before voting on any agenda.
  6. Encourage the directors and high-level executives of the Company to participate in the shareholders 'meeting to answer shareholders' questions.
  7. Arrange the meeting resolution for each agenda in case there are many agendas such as the appointment of the directors.
  8. The Company will support the use of ballots in important agendas, such as connected transactions, acquisition, or disposition of assets, etc., for transparency and accountability in counting votes.
  9. The Company will provide independent persons to assist in the counting or checking of votes in each agenda and disclose to the meeting together with the minutes of meeting.
  10. After the shareholders' meeting is completed, the Company will prepare the minutes of meeting recorded the correct and complete information, including important issues, questions, opinions, and recommendations for validating from the shareholders. In addition, the Company will bring voting results in each agenda, the minutes of meeting on the Company's website.
  11. The Company will send a copy of the minutes of meeting to the Stock Exchange of Thailand within 14 days from the date of the meeting.
  12. Encourage the Company to use technology in the shareholders' meeting including shareholder registration and counting and displaying results to facilitate the meeting instantly, accurately, and precisely.

The Board of Directors has determined the fair treatment for all shareholders whether a major shareholder or a minor shareholder, shareholders who are executives or not executives, Thai or foreign shareholders with the following guidelines.

  1. Send a meeting invitation letter with agendas and opinions of the Board of Di rectors to the Stock Exchange of Thailand and disseminate the meeting agenda via the Company's website in accordance with related rules, regulations, and laws.
  2. Specify rules and procedures for minority shareholders to nominate candidates for the position of the Company's directors which can be nominated through the Nomination and Remuneration Committee in advance of the meeting date including the dissemination of information of the qualifications of the nominated persons.
  3. Determine rules for minority shareholders to raise additional agendas in advance of the meeting date to demonstrate fairness and transparency in considering whether to add agendas proposed by minority shareholders.
  4. Shareholders, who are executives, should not add unnecessary agenda without prior notice, especially the important agenda that shareholders need to spend time to study information before making a decision.
  5. In conducting each shareholder’s meeting, the Company will give every shareholder equal opportunity. Before starting the meeting, the Chairman of the meeting will explain to the shareholders the rules and regulations that are used in the meeting, exercise of voting rights, voting rights for each type of share and the method of counting votes of shareholders.
  6. In the agenda regarding the election of directors, the Company will support the election of each director.
  7. Determine the Board of Directors to report a conflict of interest on any agenda at least before considering the relevant agenda in the Board of Directors' meeting and record the said interest in the minutes of the Board of Directors' meeting including prohibiting the Board of Directors who have a significant interest to give an independent opinion on the relevant agenda and participate in the meeting on that agenda.
  8. Set guidelines for the storage and prevention of the use of internal information of the Company in writing and inform the said guidelines to everyone in the Company to comply with. The Board of Directors determines that every director and executives responsible to report securities holding report to the Company Secretary and present to the Board of Directors for acknowledgment in the next meeting and disclosed in the annual report of the Company.

The Company will provide the review of the appropriateness of the policy on good corporate governance and apply to the business of the Company in the board meeting in February every year.