Shareholders have the right to the ownership of the Company and control of the Company by appointing the Board of Directors to act as their representatives. Shareholders are eligible to make decisions on any significant corporate changes. In addition to enforcing their right in the shareholders’ meetings, shareholders are able to obtain the results of Company performance, management policies, all large material transactions and any related transactions through the Company’s website, i.e., www.srisawadcapital.co.th or through the website of the Stock Exchange of Thailand, i.e., www.set.or.th The Company has appointed Thailand Securities Depository Co., Ltd. as its registrar.

Fundamental rights of the shareholders are as follows:

Buy/sell or transfer of shares
Share in the profit of the Company
Obtain relevant timely, correct,and adequate information of the Company
Participate and vote in shareholder meetings to:
  • nominate, elect, or remove members of the Board.
  • appoint authorized auditors.
  • make decision on dividend payment.
  • make decision on amendments to the Company’s articles of association and memorandum of association.
  • make decisionson capital increases/decreases.
  • approve extra ordinary items; and
  • other matters that affect the Company as conforming to laws

1.Promotion and facilitation of shareholders attending meetings

1.1 An annual general meeting of shareholders (AGM) is set to be organized once a year within four months after the end of the Company’s fiscal year. The Company may also call for extraordinary meetings, if necessary, which can be carried out in accordance with the Company’s regulations.

1.2 .The Company convenes an AGM on an appropriate date, time,and venue. A meeting invitation letter, accompanied by with meeting handouts with sufficient and complete information explaining the details and comments of the Board of Directors in all agendas, shall be sent to the shareholders with the following details

  • The Company’s requirements regarding the AGMs.
  • Information of the person(s) nominated as potential director(s).
  • Required documents and evidence to be presented by the shareholders prior to attending the meeting.
  • Proxy Form B. Type (which specifies detailed, clear,and fixed items for authorization). The Company has prepared the proxy following the notices of the Ministry of Commerce, namely Type B, which can be downloaded from the Company’s website; and
  • The map of the meeting venue

1.3 The Company assigns Thailand Securities Depository Co., Ltd. as its registrar to deliver the meeting invitation letter to shareholders not less than 14 days prior to the meeting.

1.4 The Company publishes the invitation to the AGMs in the newspaper for three consecutive days and at least three days prior to the meeting date.

1.5 .The Company has increased the channels for publishing the meeting invitation and meeting handouts through the Company’s website, both in Thai and in English at least 30 days prior to the meeting so that the shareholders have sufficient time to consider important agendas.

1.6 The Company encourages the shareholders to nominate individuals as the directors and propose meeting agendas through the Company’s website. The shareholders shall be informed completely of their rights through the system of The Stock Exchange of Thailand.

1.7 The Company discloses the list of top 10 shareholders of the Company as of the book closing date before an AGM through the website of the Company.

2. Procedure on the AGM meeting day

2.1 The Company designates the procedure in the AGMs in compliance with the laws, taking into account convenience, rights, and equality of shareholders. As for meeting registration, the Company provides sufficient and appropriate equipment, technology and personnel to facilitate the document check procedure not less than one hour prior to the meeting.

2.2 Before the start of an AGM, the Company Secretary shall introduce members of the Board of Directors, the authorized auditors and top executives of the Company who are participating in the meeting to the shareholders and inform them of their rights and how to cast a vote. The chairman of the meeting shall be responsible for conducting the meeting according to the agenda stated in the meeting invitation, allocating time for each agenda appropriately and sufficiently without adding any other agendas apart from those stated in the meeting invitation. Moreover, the Company shall prepare ballots, with a barcode system, for the shareholders to vote on each agenda. The votes of all agendas i.e., for, against, and abstention, shall be counted and disclosed transparently and fairly, with the head of the legal department performing as a head of the vote count procedure.

2.3 During the meeting, the Board of Directors shall provide opportunities for shareholders to express their comments and inquires on various issues independently before casting their votes.

2.4 The Company gives the shareholders who attend the meeting after it has already started the right to cast a vote on the agenda being considered and not yet voted. The shareholders shall be counted as a quorum for the meeting starting from the agenda being considered when they enter the meeting and cast their votes.

2.5 In every AGM, on the agenda about appointments of directors to replace directors who retire by rotation, the Company shall provide opportunities for the shareholders to select individual directors with balloting. The Company provides sufficient background information of each nominated director for the shareholders’ consideration.

2.6 In every AGM, the Company gives the shareholders the right to consider and approve remuneration for the directors. The Company provides sufficient details of the remuneration of the directors for their consideration.

2.7 In every AGM, there shall be an agenda on the appointment of the authorized auditors and remuneration for them, which are to be proposed to the shareholders for approval. The Company provides information about the nominated auditors as well as sufficient details of the remuneration for the auditors for the shareholders’ consideration.

2.8 In case there are various agendas, the Company shall arrange the votes on each agenda separately.

2.9 The Company requests that all directors and top executives attend the AGMs in order to listen to opinions and answer inquiries raised by the shareholders.

3. The preparation of the meeting minutes and disclosure of meeting resolutions

3.1 The Company shall produce detailed, completed, and factual meeting minutes after an AGM ends. The minutes shall be submitted to the Stock Exchange of Thailand, The Ministry of Commerce and The Securities and Exchange Commission Thailand within 14 days after the completion of the meeting, and they shall be posted on the Company’s website both in Thai and English.

3.2 The Company informs the shareholders of certain information, news updates, operation performance and administration policies with accuracy and in a timely manner. In addition to the information disclosed through the Stock Exchange of Thailand’s information system, the Company also reveals significant information and current news updates on the Company’s website.