Ensure Engagement and Communication with Shareholders

Ensure Engagement and Communication with Shareholders
    Although the voting right of shareholders depends on the portion their stakeholding, this does not mean that
the basic rights as stakeholders are different. The Company equally treats the stakeholders regardless of
genders, ages, nationality, races, religions, belief, and political opinions. In the case that any stakeholders
are unable to attend a meeting, they have the right to attend the meeting by proxy.

    In every shareholder meeting, all shareholders have the rights and equality of receiving information,
expressing opinions and asking questions, in accordance with the meeting agenda and the issues discussed
in the meeting. The chairman of the meeting is responsible for allocating appropriate time to the shareholders
to ask questions as well as encouraging them to express their opinions. Normally the shareholders are able
to obtain the meeting details and agendas from the Company’s website prior to the meeting date. To
promote the rights of the shareholders, the Company posts an announcement encouraging the shareholders
to nominate a person to take the role of a director and suggest additional meeting agendas for the Annual
General Meetings (AGM) of shareholders. A clear operation guideline is established.

    The Company has a policy to hold an Annual General Meeting of Shareholders once a year within four
months after the end of the previous fiscal year. However, in 2020, Thailand declared the state of emergency
as a result of COVID-19; therefore the 2020 AGM was postponed from April to July 21, 2020 when the
AGM was held at Ratchadamnuen Hall, Royal Princess Lanluang, No. 269, Lanluang Road, Pomprab,
Bangkok. The Board of Directors facilitates all AGMs and treats all shareholders equally, in terms of their
right documentation. The Company appointed Thailand Securities Depository Co., Ltd. as the Company’s
registrar. (note: details about the policy and operation guideline for shareholders and connected persons
are disclosed in Item 6.1.2).

The matters to be carried out at an AGM are as follows:
    1) Consider the Board of Directors’ report regarding the Company’s performance for the previous fiscal year.
    2) Consider approving the balance sheet and the statement of comprehensive income.
    3) Consider approving profit allocation and dividend payment.
    4) Consider appointing new directors to replace those who leave after their terms end; and determine directors’ remuneration.
    5) Consider appointing an authorized auditor and the audit fee.
    6) Discuss other matters as deemed appropriate by the chairman of the meeting.

The AGM resolution shall be comprised of the following votes:
    1) In a normal case, the majority of votes shall be deemed resolution. In case of an equality of votes, the
        chairman of the meeting shall have a casting vote.
    2) In the following cases, no less than three-fourth of the total number of votes cast by the present
        shareholders shall be deemed resolution:

• Sale or transfer of the Company’s business, entirely or partially, to other parties
• Purchase or receive the transfer of the business from other companies or private companies to the Company
• Arrangement, amendment or termination of any contracts with respect to the granting of a lease of
  the Company’s business, entirely or partially, the assignment to any other person(s) to manage the
  Company or the merge of the Company with any other parties in order to share profit and loss
• Additional amendment of the memorandum of association or article of association
• Capital increases or decreases
• Debenture issuances
• Company amalgamation
• Company dissolution

    In case of some urgent matters or extraordinary agenda which may have an impact on shareholders’ benefits
or have to conform to any rules or regulations that require shareholders’ resolution, the Company may call
for an extraordinary general meeting, which will be done on a case - by - case basis.