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Rights of Shareholders

 

The Company realizes that each shareholder is the owner of the Company. As a result, it places emphasis on the appropriate maintenance of the shareholders’ basic rights as stipulated by the law as well as other rights as deemed appropriate. These rights include, among others, the right to participate in the meetings of shareholders to be informed of the Company’s performance and the right to receive a share of profit/dividends. The shareholders are provided with convenience to exercise their various rights such as proposal of agenda items, proposal of candidates for appointment as new directors, sending their questions about the Company prior to the shareholders’ meetings, as well as the right to vote on agenda items under which a resolution needs to be adopted, with the understanding that the voting rights of all the shareholders will depend on the types of the shares they own. The Company has also established an investor relations unit responsible for providing the shareholders with the convenience to exercise their rights on various matters. Moreover, the Company has established the following policies in compliance with the principles of Good Corporate Governance.

(1) Sending the Notice of the Meeting in advance to the Shareholders

At the Annual General Shareholders Meeting, the Company has assigned Thailand Securities Depository Company Limited (TSD), as the securities registrar, to send the notice of meeting and related documents to the shareholders, both in Thai and English. The shareholders can use them at the shareholders meeting as supporting information in making vote decisions on various matters.

The notice of the meeting will clearly specify meeting agendas and objectives of the meeting for each agenda as well as the Board of Directors’ opinions. Related documents such as annual report, financial statements, support document for each agenda and proxy statement, will be attached with the invitation letter. The notice of the meeting shall be sent to all shareholders listed in the shareholders’ registration book. The notice should be sent on the day the Company announced the closing date of share transfer registration and should be sent 14 days in advance, as well as publish the notice of the meeting along with the mentioned meeting agenda on the Company’s website not less than 30 days prior to the meeting. The purpose is to allow the shareholders to study the information before the actual meeting. This also includes continuously advertise the invitation notice on the Newspaper not less than 3 days before the meeting date to inform shareholders to prepare in advance before participating in the meeting, which is in accordance with the Public Limited Companies Act, B.E. 2535 (1992).

Due to the epidemic of the Corona Virus 2019 (COVID-19) at that time, the Ministry of Public Health has declared Corona Virus 2019 (COVID-19) a dangerous communicable disease under Communicable Disease Act B.E. 2558. Consequently, on 16th April 2021, the government has issued a requirement under Section 9 of the Emergency Decree on Public Administration in Emergency Situations B.E. 2548 (No. 20), Clause 1 (2) “It is forbidden to organize events gathering more than fifty people unless it is permitted by the competent officials.” The Company was aware of the safety of shareholders attending the meeting. Therefore, the Board of Directors resolved to postpone the 2021 Annual General Meeting of Shareholders from Wednesday, 21st April 2021 at 2:00 p.m. to Thursday, 13th May 2021 and change the format of the 2021 Annual General Meeting of Shareholders to be an electronic meeting (e-AGM). The Company sent an invitation letter to shareholders on 5th March 2021, which was 21 days before the meeting, and published such invitation letter together with other relevant documents in both Thai and English on 22nd March 2021 on the Company's website, which was 52 days before the meeting, so the shareholders could study the information before the meeting. The period of sending and publishing the invitation letter on the Company's website counts from the original date of the shareholders' meeting. Following the Board of Directors had resolved to postpone the date of the shareholders' meeting, the Company sent a notice to postpone the 2021 Annual General Meeting together with a user manual of the Cisco Webex Meeting system to shareholders on 5th May 2021 and explicitly published on the Company's website the date, time, and procedure to attend the meeting, so shareholders can attend the meeting conveniently. If any shareholders are unable to attend the meeting, they might appoint proxy holders to attend the meeting on their behalf and cast a vote in each agenda by using the proxy statement provided by the Company.

There is another channel for shareholders who are unable to attend the meeting but wish to participate in decisions making or vote casting on any agenda, they might appoint two independent directors proposed by the Company as their proxy holders. To cast the vote on any agenda by electronic means, one share was equal to one vote.

(2) Setting the Annual General Meeting of Shareholders

The Company holds an Annual General Meeting of Shareholders within four months from the end of its accounting period. In case it is urgent for the shareholders to consider special agenda items, an Extraordinary General Meeting of Shareholders will be held. The special agenda items include matters that may affect the interests of the shareholders or those that are related to the conditions, rules, laws or articles that need approval by the meeting of shareholders.

In 2021, due to the epidemic of the Corona Virus 2019 (COVID-19), the government requested corporations from private sectors to cease any activities which gather a lot of people to reduce the epidemic to a large number of people which might affect the epidemic management. The Company had a concern on hygienic and safety of the meeting’s attendees and participants. It was also in compliance with the measures of the Department of Disease Control, the Ministry of Public Health, and the government to prevent and reduce the transmission of such disease and express the overall social responsibility. From reasons and necessaries stated above, the Board of Directors’ Meeting No.4/20, dated 1st April 2020, resolved to postpone the 2021 Annual General Meeting of Shareholders from an original schedule, on Wednesday 21st April 2021 at 2.00 p.m. at Chamchuree Ballroom, M Floor, Patumwan Princess Hotel, Bangkok to be a new schedule on Thursday 13th May 2021, and to change the meeting to be conducted by electronic means arranged by Inventech System (Thailand) Company Limited under the Emergency Decree On Electronic Meetings, B.E. 2563 and other related regulations. In addition, the Company promoted and provided the shareholders including institutional investors with convenience in an equitable manner to attend the shareholders’ meeting through electronic means (e-AGM). The staff of Inventech System (Thailand) Company Limited was prepared to provide advice when the shareholders have problems on the registration to attend the meeting on the telephone number which was provided together with the process of using the Cisco Webex Meeting system. The registration can be done in advance starting from 30th April 2021 to 12th May 2021 from 8.30 a.m. to 5.30 p.m. Before the meeting, the staff of Inventech System (Thailand) Company Limited will check the application, documents, and evidence of the shareholders 1 hour 30 minutes in advance for attending the meeting. The shareholders will receive an e-mail informing the details of the meeting once their application is approved. If the application is not approved, shareholders will receive an e-mail informing the reasons and they can resubmit additional applications.

In the Annual General Meeting of Shareholders, the number of 10 Directors attending the meeting included Chairman of the Board of Directors and Chairmen of every Committee— Chairman of the Audit Committee, Chairman of the Compensation and Nomination Committee, Senior Executives, and the Company’s auditor.

Mr. Yingyong Techarungnirun, a certified public accountant, who was an independent auditor and was not related to the Company, served as a neutral party in checking and counting votes. Ms. Gingkarn Atsawarangsalit, the Company’s auditor, also attended the meeting. At the meeting, the Chairman conducted the meeting in compliance with all the requirements imposed by the law. He provided the shareholders with clarifications on all the meeting procedures including vote counting methods and the exercise of voting rights. The Chairman of the meeting also provided the shareholders with a report on the Company’s annual performance and other agenda items. Under each agenda item, the Chairman gave the shareholders an opportunity for giving opinions and suggestions as well as asking questions. In response to the questions, the Chairman and the executives gave the shareholders appropriate answers and explanations. The shareholders were requested to vote and adopt resolutions on all agenda items.

In appointing new directors, the Company made arrangements for the shareholders to vote on each candidate separately. In this connection, the shareholders could also propose candidates for appointment as directors through the Company’s website prior to the date of the meeting of shareholders. The minutes of the meeting were also accurately kept. From the Company’s shareholding structure, no director held shares altogether more than 25% of issued and paid common shares.

The Annual General Meeting of Shareholders 2021. Following the commencement of the registrations from April 30th, 2021 to May 12th, 2021 at 8.30 a.m. to 5:30 p.m. The agenda was not added to or important information was changed without prior notice given to shareholders.

(3) Actions Undertaken after the Meeting of Shareholders

The Company submitted the report of the voting result during the AGM to the Stock Exchange of Thailand (SET) within 1 day since the meeting was adjourned and also submitted the minutes of Annual General Meeting of Shareholders to the Stock Exchange of Thailand within 14 days after the date of the meeting concerned. As well, the video recordings of the meetings are available on the Company’s website (http://www.mbkgroup.co.th). The purpose was to provide the shareholders with convenient access to the information.