Shareholders’ Meeting

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The shareholders’ meeting can be divided into two types:

1. Ordinary shareholders’ meeting: In line with the Public Company Act, the listed company must hold its ordinary shareholders’ meeting every year and  within four months after its accounting periods ends.
2. Extraordinary shareholders’ meeting: The listed company will have to hold an extraordinary shareholders’ meeting when there is a significant agenda to propose to shareholders in the period other than ordinary meeting. For example, a listed company held its shareholders’ meeting in April 2018. Then, again in June 2018, it is necessary to gain approval from the shareholders in order to proceed. Therefore, an extraordinary shareholders’ meeting must be held.

• The listed company’s board of directors will determine the date for shareholders’ meeting as well as the record date (RD) or book-closing date (BC). This date may also entitle shareholder’s rights, such as dividend payment or shares from capital increase.
• To determine the record date or book closing date, the listed company must notify its shareholders ≥ 14 days in advance of the record date or book closing date.

• The listed company has to inform investors by announcing via SETLink the board’s resolutions on shareholders’ meeting, agenda, and record date immediately on the day the board had made the resolutions or the latest by 9.00 am of the following business day.
• Significant information of the board’s resolutions are:
1. Date, time, and place of shareholders’ meeting
2. Rights determination:
   • Determining the record date or book closing date, to entitle the shareholders the rights to attend the meeting, receive dividends (in case dividends will be paid), or other benefits (if any)
3. Agenda of shareholders’ meeting:
   3.1 Consideration at ordinary annual meeting:
   • Consider and approve the previous shareholders’ meeting minutes
   • Consider and approve annual financial statement
   • Consider profit allocation, and paying/abstain from paying dividends
   • Consider an election of independent directors whose term expires
   • Consider the remuneration of directors
   • Consider an appointment of corporate auditor and auditing fee
   • In case there are other significant agendas, the company must ensure the information provided to shareholders is sufficient and complete
   • Others (if any)
   3.2 Extraordinary meeting:
   • Consider and approve the previous shareholders’ meeting minutes
   • In case there are other significant agendas, the company must ensure the information provided to shareholders is sufficient and complete
   • Consider important agenda as per the board’s proposal to shareholders

• In case there is an addition, removal, or change of significant meeting agenda, the listed company must notify SET ≥ 14 in advance of the record or book closing date.

• Delivery period
  Delivering an invitation letter to shareholders’ meeting should consider the following:
  • General agenda
    ≥ 7 days prior to the meeting date  
  • Other important agendas The invitation letter should be delivered as per specified regulations. For example, the case of connected transactions, acquisition and disposition of assets, delisting proposal, issuance and offering of shares to the directors and employees, private placement of shares must be delivered ≥ 14 days in advance of the meeting date

• The listed company shall deliver a copy of invitation letter sent to shareholders as information to SET via SETLink.
• In the event that the shareholders are foreigners, the invitation letter should be in English as well
• Information to be displayed in the meeting invitation letter:
  • Date, time, and venue of shareholders’ meeting
  • Meeting agenda: The listed company must specify clearly in the invitation letter about the objective of each agenda, be it for information or for approval. The agenda should be prioritized, and put in order of event
  • Comments from the board about each agenda proposal. For example, on appointing the director, the board should express how qualified the nominated person is, why and how important the company needs to increase capital, what benefits the shareholders would gain, etc. 
  • Power of Attorney Form (as per the Ministry of Commerce specified)
    • Type A in case the agent is authorized to vote on every agenda
    • Type B in case the agent is authorized to vote on certain agenda
    • Type C in case the agent is the grantor’s custodian
  • Appendix of any agenda to be sent to shareholders to consider

Within the meeting date or by 9.00 am of the following business day at the latest, via SETLink to inform investors.

Within 14 days from the shareholders’ meeting date (for both ordinary and extraordinary shareholders’ meeting) via SETLink as information for SET

• To be perfectly prepared for the shareholders’ meeting, please study the AGM Checklist (on Thai Investors’ Association, or TIA, website at (http://www.thaiinvestors.com).    The TIA, Listed Company Association, and the Securities and Exchange Commission have cooperated to produce a handbook for listed companies to assess the quality of their shareholders’ meeting.

• To comply with the good governance principle on shareholders’ rights, before the management will hold the board meeting to determine agendas at the shareholders’ meeting the following year, the management can notify shareholders in advance via SETLink, so as to include shareholders in proposing the agenda and nominating the board members to the management to consider.

• The listed company may notify shareholders via SETLink that they have disseminated the invitation letter along with the annex on the company’s website, so as to provide the shareholders sufficient time to consider the agenda and related documents.