Articles of Association Re: Shareholders Meeting

 

Chapter III

Shareholders’ Meeting

 

Article 9.          The meetings of shareholders shall be called by the Board of Directors.

 

Article 10.        A notice summoning every general meeting shall be sent to all shareholders whose names appear in the share register as of the date the notice is sent and to the registrar, at least seven (7) days prior to the meeting.  The notice shall be sent by registered mail or airmail and shall indicate the place, date and time of the meeting, the agenda of the meeting and the subject matter to be submitted to the meeting together with reasonable details, with clear indi­cation whether they be submitted just for information, for approval or for consideration, in­cluding opinion of the Board of Directors.   The notice summoning the meeting shall be adver­tised in a newspaper for three (3) consecutive days, at least three days prior to the meeting.

 

The designation of the place of the meeting of shareholders to be in any area or province within the Kingdom shall be made at the disposal of the directors and the place shall be speci­fied in the notice.

 

Article 11.        A shareholder who according to the share register of the company is domiciled outside of Thailand may appoint a proxy by cablegram, telegram or telex, and the same shall be accepted if it purports to be sent by that shareholder.  The appointment of a proxy by cable­gram, telegram or telex shall be confirmed in a reasonable time by an instrument duly executed by that shareholder.  Subject to the foregoing, instrument appointing proxies shall be in such form and be executed subject to the relevant provisions of the law.

 

Article 12.        At a shareholders' meeting there shall be not less than twenty five (25) share­holders including proxies (if any) or not less than half of the total number of shareholders and holding altogether not less than one-third of the total issued shares attending the meeting to constitute a quorum.

 

In case it appears that at any shareholders' meeting if within one hour after the time appointed for the meeting the quorum prescribed is not present, the meeting, if summoned upon the requisition of shareholders, shall be cancelled.  If the meeting had not been summoned upon the requisition of shareholders, another meeting shall be summoned and a notice summoning the meeting shall be sent to the shareholders not less than seven (7) days before the meeting and at such subsequent meeting no quorum shall be necessary.

                                                                                                                                   

Article 13.        In casting votes at a general meeting, whether on a show of hands or on a poll, each shareholders shall have one vote for each share of which he is the holder.

 

 

Chapter IV

Directors

 

Article 14.        A Director need not be a shareholder in the Company.

 

Article 15.        Except as provided in Article 28, the shareholders' meeting shall elect the direc­tors with the following procedures:-

 

(1)     A shareholder shall have votes equal to the number of shares held by him.

(2)     Each shareholder shall apply all the votes he has according to (1) in the election of one or more directors but shall not be permitted to share or split the votes in the said election.

(3)     The persons receiving respective votes from the highest votes downwards shall be the elected directors equal to the number of directors permitted or to be then elected.  In the event that the elected directors in the lower order have equal votes and the number is in excess of the number permitted or to be then elected, the chairman of the meeting shall have a casting vote.

 

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Article16.         At every annual general meeting, one-third of the directors shall be retired.  The director who has held office longest shall be retired.  If the number of directors cannot be divided into three parts, the number of directors closest to one-third shall retire.  The retiring director may be re-elected.

 

Article 17.        The Company Directors shall be ten (10) in number and not less than half of the total number of directors shall have residence within the Kingdom.

 

Article 18.        Apart from retirement by rotation, the directors shall vacate office upon:

 

(a)    death;

(b)    resignation;

(c)    loss of qualifications or disqualification under Section 68 of Public Limited Company Act, B.E. 2535;

(d)    removal by resolution of the shareholders' meeting passed under Article 19;

(e)    removal by a court order.

 

Article 19.        The shareholders' meeting may pass a resolution removing any director prior to retirement by a vote of not less than three-fourths of the shareholders attending the meeting and having the rights to vote and having shares collectively at not less than half of the number of shares held by shareholders attending the meeting and having the voting rights.                      

 

Article 26.        The Company's authorized Directors, whose joint signatures with the Com­pany's seal shall bind the Company, shall be any two Directors designated by the Board of Directors or by a general meeting of shareholders.      

 

Article 27.        Any director wishing to resign from his office shall submit his resignation letter to the Company and the resignation shall be effective on the date the resignation letter reaches the Company.

 

Article 28.        In case a directorship becomes vacant for reasons other than retirement by rota­tion, the Board of Directors shall elect a person who has the qualifications and who is not disqualified under Section 68 of Public Limited Company Act B.E. 2535 as replacement at the following meeting of the Board of Directors, unless the remaining duration of the director's term of office  is  less than two months.  The replacing director shall hold office for the remaining term of office of the director whom he replaces.

 

 

The resolution of the Board of Directors under the first paragraph shall be supported by vote of not less than three-fourths of the remaining directors.