Conditions for consideration of placing the proposed issue on the Agenda
The Bank has prescribed the following requirements, methods and practice guidelines for proposing an issue on the agenda of the General Meeting:
1. Qualifications of shareholders
Shareholders proposing an issue on the agenda or nomination person(s) to be elected as Director shall possess the following qualifications:
1.1 Being the Bank's shareholder(s) as either a single shareholder or several shareholders combined
1.2 Having voting rights with votes that can be counted together
1.2.1 not less than five percent of the total amount of voting rights of the Bank or
1.2.2 from 100,000 shares and up
the shareholder(s) must attach the relevant documentary evidences as follows:
- Shareholding documentary evidences i.e. share certificate issued by a securities company or documentary
evidences from the Stock Exchange of Thailand (SET) or the Thailand Securities Depository Co., Ltd. (TSD)
- Documentary evidences of all the shareholders jointly proposing an issue on the agenda as follows:
1) Photocopy of identification (ID) card or passport (in case of being a foreigner) together with signature certifying true copy there of (in case where shareholder is natural/individual person)
2) Photocopy of juristic entity certificate and photocopy of identification (ID) card
or passport (in case of being a foreigner) of an authorized signatory director who has signed in this form while signing to certify true copy there of
(in case where shareholder is a juristic entity)
2. Agenda Proposal
2.1 The Bank will consider placing a proposed issue on the agenda that appropriate and truly beneficial to the Bank and the shareholders. The Bank might reject one or the other issues for inclusion on the agenda of the General Meeting are as follows:
1) Being issue relating to normal business operation of the Bank and the information alleged
by the shareholder does not show reasonable cause to suspect in relation to irregularities of such issue.
2) Being issue beyond the authority of the Bank to take action to achieve the results as desired.
3) Being issue that the shareholder used to propose to the General Meeting for consideration during the past twelve months and such issue received supportive resolution with the votes of less than ten percent of the amount of the total voting rights of the Bank except that the information contained in the new proposal has significantly changed from the information already proposed at the previous General Meeting.
4) Any other cases as notified by the Securities and Exchange Commission (SEC).
Shareholders proposing an issue shall fill out the paper in written with completely and perfectly details including deliver to the Bank within 31st December 2023.
2.2 In the matter of nominating a person, the candidate(s) to be elected as Director, nominated person(s) must possess all the qualifications as required by the applicable laws and regulations as follows:
1) The Securities and Exchange Act B.E.2535 (1992) and Amendment to the Act
2) The Public Limited Company Act B.E.2535 (1992) and Amendment to the Act
3) The Financial Institution Business Act B.E.2551 (2008) and Amendment to the Act
4) The Bank's Articles of Association
The nominated person(s) must have qualification and work experiences with certainly performance to the public in comply with the relevant regulations. The nominated person(s) shall deliver the evidence and fill out the application form in written with correctness and completeness and deliver perfectly complete documents to the Bank within 31st December 2023.
3. Procedure for consideration of the Bank
3.1 General Agenda
After the Bank receives the shareholder’s proposed issues, the Bank will propose the issues to the related subcommittee for consideration to advise to the Board of Directors.
3.2 Director Election Agenda
After the Bank receives the shareholder’s proposed issues, the Bank will propose the issues to the Nominating and Remuneration Committee to consider the nominated candidates’ qualification and outstanding work experience with certainly performance to the public and comply with the relevant regulations and propose to the Board of Directors.
Notified on 30th September 2023