Right of Shareholders

Shareholders’ Meeting

• The Company shall hold an Annual General Meeting of Shareholders as needed, and convene Extraordinary Shareholder Meetings in accordance with Thai laws and regulations set by the Stock Exchange of Thailand.
• The Company actively encourages participation from all types of shareholders, including institutional shareholders, in the shareholder meetings.
• The Company shall ensure that the meeting invitation package, along with its attachments, provides comprehensive information regarding the date, time, location, and agenda of the meeting, as well as the purpose and background of each agenda item and the opinions of the Board of Directors. The information should be presented to allow shareholders sufficient time to prepare for the meeting. The Company will dispatch the meeting invitation and related documents at least seven days prior to the meeting (or as required by law).
• The Company is committed to facilitating full exercise of shareholder rights to attend meetings and cast their votes. To this end, the Company will schedule meetings on working days at hotels or other locations in and around Bangkok that are easily accessible to shareholders.
• To preserve the rights of shareholders to attend the meeting or appoint a proxy, the Company includes information regarding the relevant rules and required documentation in the invitation letter to the shareholder meeting. This ensures that shareholders know and understand the necessary steps to participate in the meeting.
• If shareholders are unable to attend the meeting in person, the Company permits them to appoint independent directors or another representative to attend on their behalf using the appropriate proxy form (Form A, Form B, or Form C), which was included with the meeting invitation.

The Company values the rights of all shareholders, including executives and non-executives, foreign shareholders, and minority shareholders. It is dedicated to ensuring fair and equal treatment of all stakeholders. To achieve this, the Board of Directors has implemented the following policies: 

• The shareholder meeting will be conducted according to the agenda specified in the meeting notification. It will not include any unplanned or surprise agenda items, particularly those that require prior preparation time for shareholders or those proposed by the director or executive shareholders.
• The Company permits shareholders who cannot attend the meeting to appoint independent directors or another representative to attend on their behalf through proxy forms A, B, or C (as applicable), which will be sent with the meeting notification. For each agenda item, ballots will be created using a barcode system, and shareholders will be able to cast their votes as they choose. Prior to announcing the results, any pre-cast votes from the proxy forms will be added to the total votes collected on the day of the meeting. The Company will collect the cast ballots before announcing the voting results to ensure transparency and support future audits.
• The Company will ensure full protection of shareholder rights by allowing shareholders to register to attend the meeting even after the registration period has expired.
• In the agenda item for the appointment of directors, shareholders can exercise their voting rights to appoint individual directors.
• The Chairman of the Board of Directors, directors, relevant executives, and chairpersons of subcommittees are responsible for participating in the shareholder meeting and answering shareholder questions. The meeting minutes will document key questions and opinions for future reference.
• To prevent conflicts of interest with any of the Company’s stakeholders, the Board of Directors has established a comprehensive policy and procedure for evaluating related transactions. The Board of Directors is responsible for making impartial decisions about the suitability of a related transaction within an ethical framework and in compliance with Stock Exchange of Thailand regulations regarding price and terms, as if it were conducting business with a third party (on an arm’s length basis). Directors with conflicts of interest are prohibited from participating in or voting on the related transaction. Additionally, the Audit Committee is tasked with reviewing and commenting on related transactions. The Company will disclose information regarding related transactions in its Annual Report under the section titled Related Party Transactions.
• The Company has implemented a policy to regulate the handling of inside information, which prohibits directors, executives, and those who have access to inside information from disclosing it to third parties without proper justification, and from using such information for personal gain. The policy also requires directors and executives to report any changes in securities holdings as mandated by the Securities and Exchange Commission. To ensure the proper use of inside information, the Company has established clear written rules and regulations (as outlined in the section on the supervision of inside information) and has disseminated these policies to employees at all levels. Additionally, directors and executives who are legally required to report their shareholdings must do so regularly and make this information public in the Annual Report (as detailed in the section on shares held by directors and executives).
• The Company will provide updated information about the Company to the Stock Exchange of Thailand and make it accessible on the Company’s website in both Thai and English. The Company also establishes a communication channel with shareholders through its website, enabling shareholders to ask questions and receive information in an equitable manner.
• All directors and senior executives are required to disclose their interests to the Board of Directors for recognition.