Criteria for Shareholders to propose Annual Ordinary ...



Criteria for Shareholders to propose the Annual General Meeting of Shareholders (AGM) Agenda for the Annual General Meeting of Shareholders of the year 2021

Vinythai Public Company Limited

Objectives

Vinythai Public Company Limited (“the Company”) is conducting its business at a high standard of Good Corporate Governance practices, particularly regarding the rights and equitable treatment of its shareholders. It is our responsibility to enhance the stakeholders’ confidence in the way we conduct our business.

The Company therefore would like to invite its shareholders to propose agenda topics for the 2021 Annual Ordinary General Meeting of Shareholders (AGM) in advance with the criteria as described below.

Criteria

1. Qualifications of Shareholders

Qualifications of Shareholders eligible to propose the 2021 AGM agenda are as follows:

1.1 Being one single shareholder or several shareholders, and

1.2 Holding minimum shares not less than 0.01 % of total voting rights of the Company or approximately 118,519 shares and such shareholder(s) must hold the shares consecutively for at least 12 months prior to the date of proposing agenda(s).

Provided that the shareholder(s) must attach the relevant documentary evidences as follows:

(1) Shareholding documentary evidences i.e. share certificate issued by a securities company or documentary evidences from the Stock Exchange of Thailand (SET) or documentary evidences from the Thailand Securities Depository Co., Ltd.

(2) Documentary evidences of all the shareholders jointly proposing an issue on the agenda as follows:

- 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) and all revision evidences with signature certifying true copy there of (if any)

- 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 Agenda proposal and directors nomination, the shareholders can submit their proposal from November 24, 2020 to January 31, 2021 by the following manner:

2.1.1 Shareholder(s) proposing a matter on agenda must submit the agenda proposal and related documents in writing by registered mail to the Office of Company Secretary, Vinythai Public Company Limited, No. 944 Mitrtown Office Tower, 14th Floor, Rama 4 Road, Wangmai Sub-District, Pathumwan District, Bangkok 10330 within January 31, 2021.

2.1.2 Sending unofficial proposal to Company Secretary, through Telephone no: (66) 2 030 6800 Facsimile No. (66) 2 030 6801 or e-mail: panysecretary@ or through the Company’s website:



2.1.3 For further information required please contact Company Secretary, through Telephone no: (66) 2 030 6800 Facsimile No. (66) 2 030 6801 or e-mail: panysecretary@ or through the Company’s website:

2.2 The Company reserves the right to decline inclusive of the following matters in the AGM agenda:

2.2.1 Being issues relating to normal business operation of the Company and the information alleged by the shareholder does not show reasonable cause to suspect in relation to irregularities of such issue.

2.2.2 Being issues beyond the authority of the Company to take action to achieve the results as desired.

2.2.3 Being issues that the shareholder used to propose to the General Meeting for consideration during the past twelve (12) months and such issue received supportive resolution with the votes of less than ten (10) percent of the amount of the total voting rights of the Company except that information contained in the new proposal has significantly changed from information already proposed at the previous General Meeting.

2.2.4 Being issues that beneficial for specific person or group.

2.2.5 Being issues that no beneficial for the Company.

2.2.6 Being issues that lying under management authority of the Company, except the ones causing material impacts on shareholders in general.

2.2.7 Being issues that whose information provided is incomplete or incorrect, or from shareholders who are unable to contact.

2.2.8 Being issues which has been completed.

2.2.9 Being issues that from shareholders who are not fully qualified as specified in Section 1.

2.2.10 Any other cases as notified by the Capital Market Supervisory Board.

3. Consideration Procedure

Any Judgment and consideration of the AGM agenda proposal will be deliberated by the Board of Directors. The Company will notify the result of the consideration to the shareholders after the Board of Directors’ Meeting, which will be held in February 2021, endorses all AGM agendas. Those agendas will be included in the invitation letter for the 2021 AGM which will be distributed to the shareholders accordingly.

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