Rules of a Shareholders' Meeting

The Board of Directors of SNC Former Plc. (Headquarters) set forth rules of a shareholders' meeting to guarantee transparency, fairness and interest for all shareholders as follows:

    Shareholders' Meeting
  1. The Board of Directors shall manage to have a shareholders' meeting as annual general meeting within four months after the end of the Company's accounting period. Another shareholders' meeting that may be held from time to time shall be called an extraordinary meeting.
  2. The Board of Directors may call extraordinary shareholders' meeting at anytime it sees fit or when the shareholders whose total shares collectively amounting to not less than one fifth of the total shares already sold or the shareholders of not less than twenty five persons whose total shares collectively amounting to not less than one tenth of the total shares already sold, have jointly made a written request to the Board of Directors to call extraordinary shareholders' meeting anytime provided that the reason for holding the meeting shall be clearly stated in that written request. In this case, the Board of Directors shall organize the meeting within one month from the date of receipt of such request from the shareholders.
  3. In order to form full quorum of the meeting, any shareholders' meeting shall be attended by shareholders and proxy holders (if any) for the amount of not less than twenty five persons or not less than half of the total number of shareholders and their total shares shall be collectively equal to not less one third of the total shares already sold except otherwise stipulated by the law relating to public company limited.
  4. Chairman of the Board, directors, CEO, Managing Director, Chairman of the subcommittee shall always attend the shareholders' meeting to answer to any relevant question that may be raised by the shareholders.
    5. Meeting Agenda
  5. In order to call for shareholders' meeting, the Board of Directors shall send out invitation letter indicating venue, date, time, agenda and procedures for attending the meeting as well as documents or evidence required to be eligible to attend the meeting. Such letter shall give adequate details of each agenda and other matters to be discussed in the meeting by clearly indicating whether such agenda is for acknowledgement, consideration or approval, as the case may be, with comment and reason from the Board of Directors. Shareholders and registrar shall be given such letter not less than 7 days before the meeting date. It is also required to advertise the appointment for the meeting in the newspaper at least 3 days before the meeting date. The invitation letter can be directly and personally given to the receiver or his/her representative or otherwise sent by registered mail. The Board of Directors shall reasonably fix the venue for the meeting.
  6. The Board of Directors shall determine the policy on how to facilitate minor shareholders in respect of proposal for adding agenda in advance of the meeting date and set forth clear criteria to do so. The shareholder who is not the management may not add agenda without prior notice if not necessary especially such significant agenda in which the shareholders may need sufficient time to consider before making decision.
    7. Document or evidence proving shareholder or representative of shareholder eliqible to attend the meeting
  7. With respect to any shareholders' meeting, the shareholder may authorize any person having reached legal age to attend the meeting and vote on his/her behalf. Such authorization may be the original intention of the shareholder or the result of solicitation or request by person or group of persons called “Proxy Solicitor” to assign such person or any other person(s) to attend and vote in the meeting on behalf of the shareholder. In order to ensure that the shareholders can make well-informed decision whether to give proxy to Proxy Solicitor and for the purpose of fairness to all related parties, the Board of Directors shall disclose facts about proxy solicitation as follows :
    1. Disclose in writing relevant details and facts which are material to view and decision to be made by the shareholders in appropriate and adequate manner and these details and facts shall always be sent to the shareholders before the shareholders' meeting.
    2. In case such proxy solicitor is the Company's management or director, shareholder, or any other person who has a duty to disclose details and facts which are material to view and decision to be made by the shareholders in appropriate and adequate manner, such person should disclose his/her view and intention to vote in each agenda with details and facts provided to allow the grantor to consider whether it is reasonable to authorize such proxy solicitor to act on the grantor's behalf. Such view and intention shall be sent to the shareholders before the meeting.
  8. Proxy shall be done in writing signed by the grantor and be given to Chairman of the Board or the person designated Chairman of the Board at the venue of the meeting before such proxy holder attends the meeting. Proxy shall be in the form as determined by the registrar under the law relating to public company limited. Particularly, in case of authorization by foreign shareholder, it is required to clearly state type of documents to be furnished and verification method, procedures for certification e.g. procedures of legalization either at domestic or international level, individual or juristic person, method and period of time for delivery of documents or evidence etc.
  9. The person responsible for verifying documents or evidence of the shareholders or proxy holders before the meeting should be assigned by the chairman of that meeting where the period of time fixed for such verification process should be clearly indicated of its starting and ending time which should not be less than 2 hours before the meeting. In case of controversy arisen from document verification process, the person verifying document shall notify the chairman of the meeting before starting the meeting.
    10. Quorum of the meeting and stakenholders
  10. Chairman of the Board shall be the chairman of the shareholders' meeting. If Chairman of the Board is not available at the meeting or not able to perform function, Vice Chairman of the Board, if any, shall be the chairman of the meeting. If there is no such Vice Chairman of the Board or the same is not available to perform function, the shareholders attending the meeting shall elect one shareholder to act as the chairman of the meeting.
  11. The chairman of the meeting shall run and control the meeting to be in accordance with the Company's articles of association relating to meeting. In particular, the chairperson shall proceed with each agenda as listed in the invitation letter unless the meeting has decided to change the order of the meeting agendas by the majority vote of not less than two third of total number of shareholders attending the meeting. The chairperson shall conduct the meeting transparently by allowing the shareholder to raise questions to be clarified for the shareholders and other related parties. The Board of Directors shall facilitate the shareholders to exercise their respective right to attend the meeting and vote e.g. non-complicated procedures for attending and voting with less cost.
  12. The chairperson shall announce to the meeting before starting the meeting number of shareholders attending the meeting and those shareholders or proxy holders not eligible to attend the meeting or to vote as such person is considered an interested person or the assignee of such person according to the requirements of the Stock Exchange of Thailand such as in case of seeking for approval for entering into transaction acquiring or disposing certain asset of the listed company or into related transaction, the shareholders' approval shall exclude the vote by those interested shareholders. The listed company shall also do not act or refrain from any act restricting the right of the shareholder to attend and vote in the meeting which is guaranteed as Legal Right except in case of special circumstance in which voting right may be subject to some restriction according to the law or the Company's articles of association. Furthermore, persons other than shareholders who may have right to vote should be announced e.g. person holding other type of shares similarly entitled to profit sharing.
  13. In any shareholders' meeting, if the meeting time has passed for one hour, but number of shareholders and their shares are not enough to form quorum of the meeting, and if such meeting is called for by the shareholders, the meeting shall be adjourned, and if such meeting is called for by the Board of Directors, the meeting shall be re-scheduled again after invitation letter has been sent to shareholders not less than seven days before the new meeting date and the latter meeting is not subject to the requirement of quorum of the meeting.
    14. Voting method and count, Meeting Control
  14. With respect to any voting, if any shareholder or proxy holder has specific interest in any resolution, such person may not cast vote on that resolution except in case of voting for the appointment of director.
  15. It is required to determine method and place for receiving ballot and procedures for casting and counting vote either by normal or secret ballot. It is also required to indicate cases where vote shall be null and void. Proxy holder shall have vote right equal to total number of vote right held by shareholders authorizing such proxy holder unless the latter has declared to the meeting before casting vote that he/she shall only vote for certain authorizing shareholder(s) by indicating the shareholder's name and number of shares held by that shareholder. The shareholders shall be informed with method for casting vote before doing so. In case of not otherwise provided by the Company's articles of association or by the law relating to public company limited, any resolution requires majority vote of shareholders attending the meeting and having the vote right. In case of tied vote, the chairperson shall cast decisive vote.
  16. In any voting whether in open or secret ballot, the shareholder shall have voting right equal to number of share held by such shareholder plus number of share held by authorizing shareholder on the basis that one share shall be counted as one right. In general, voting shall be done openly except not less than five shareholders have requested and the meeting has approved voting by secret ballot. The method of secret ballot shall be as determined by the chairperson. The Board of Directors shall support ballot paper for voting for significant agenda.
  17. Vote count for each agenda shall be clearly declared especially for significant matter e.g. approval for related transaction, approval for acquisition or disposal of asset, approval for merging with other company, withdrawal from the Stock Exchange etc. In particular, number of shareholders and their shares including those of proxy holders who vote in favor or against or by abstention.
  18. The Board of Directors shall comprise not less than nine directors but not exceeding twelve directors appointed or withdrawn by the shareholders' meeting provided that not less than half of number of directors shall have domicile in the Kingdom.

    19. Director shall be a natural person and possess following qualifications :

    1. Reach his/her legal age.
    2. If not a shareholder, must be a Thai national
    3. Not held as a bankrupt, incompetent or quasi-incompetent person
    4. Never been discharged or dismissed from government agency or organization or other state agency due to corruption.
  19. Criteria for election of director shall be as follows :
    1. If number of persons nominated as director shall not exceed number of director to be elected in that meeting, the meeting shall consider whether to elect them in one set.
    2. If number of persons nominated as director exceeds number of director to be elected in that meeting , the shareholders shall cast vote to elect such nominated persons for the number not exceeding number of director to be elected in that meeting on the basis that one share shall be equal to one vote. Nominated persons shall be put in order based on number of vote gained and shall be appointed as director for the amount required in that meeting. In case any nominated persons have gained equal vote counts, the chairperson shall case decisive vote to get the required number director in that meeting.
  20. For any annual general meeting, one third or the number closet to one third of the directors shall resign from their office. The directors who shall resign in the first and second year after being transformed to be a public company limited based on their willingness. The outstanding number of resigned directors may be acquired by drawing. For the following years, those directors who have been in the office for the longest period shall resign from their office but may be re-elected. The Board of Directors shall announce list of nominated directors selected and nominated by the Nomination Committee 3-4 months in advance of the shareholders' meeting date with their respective background and qualifications. The Board of Directors shall indicate director appointment agenda in the invitation letter to be sent to the shareholders including details of each nominated person, list of former directors to be re-elected and prospective new director, record of meeting attendance to allow the shareholders to take part in appointment of each director.
  21. The Board of Directors shall authorize director(s), executive committee, sub-committee, individual or juristic person to jointly or severally do any act to fulfill the Company's objectives and articles of association with compensation as determined by the Board of Directors. The Board of Directors has the right to change or withdraw authorization given to such person or direct such person to stop performing function and appoint other person to replace the former one when it sees fit. Authorized or appointed person shall follow articles of association, order and policy given by the Board of Directors.
  22. The chairperson shall explain to the meeting policy and criteria for determining remuneration for directors and ask for approval from the meeting by not less than two third majority votes of the shareholders attending the meeting. This remuneration shall be divided among the directors in the Board of Directors.
  23. The Board of Directors has power to allocate profit obtained or accumulated from the previous year as dividends to the shareholders or otherwise manage such profit in other mean.
  24. The Board of Directors may allocate interim dividends from time to time if the Company has adequate profit to do so. Upon dividends allocation, the next shareholder's meeting shall be reported thereof. Dividends allocation shall be done within one month from the date the shareholders' meeting or the Board of Directors has reached its resolution, as the case may be, provided that written notice shall be given to the shareholders and advertised in the newspaper.
  25. The Company shall allocate annual net profit as a reserve for the amount not less than five percent of annual profit less brought forward accumulated los (if any) until this reserve fund has reached ten percent of the authorized capital.
  26. With respect to auditor appointment, the Board of Directors shall provide full information for the meeting including name, background, auditing fee for the company and group.
  27. Upon completing all agendas, the shareholders whose total shares collectively not less than one third of the shares already sold may ask the meeting to consider other matter beyond those indicated in the invitation letter. If the meeting cannot finish any original agenda or any new agenda added by the shareholders, as the case may be, the meeting is required to be adjourned where the meeting shall determine venue, date and time for the next meeting. The Board of Directors shall send invitation letter for the rescheduled meeting to the shareholders not less than seven days before the meeting date and advertise it in the newspaper not less than three days before the meeting date.
    28. Meeting Disclosure
  28. The Board of Directors shall prepare meeting report by recording complete message/question/comment delivered by the shareholder as well as voting result as “approved” or “not approved” with number of votes in favor and against and list of directors attending the meeting.