The shares of the Company are non-divisible. If two or more persons jointly subscribe for or hold the shares, one of them shall be appointed to exercise the right as a subscriber or a shareholder, as the case may be.

The Company may issue and offer common shares, preferred shares, debentures, warrants, or any other securities, as permitted by the laws on securities and stock exchanges.

The Company shall retain its register of shareholders as well as any evidences relating to any records being kept in such register at the principal office of the Company. However, the Company may engage Thailand Securities Depository Co., Ltd. to perform as its registrar. If the Company agrees to such engagement, the procedures on the share registration of the Company shall be as established by the registrar.

If any share certificate is lost or destroyed, the shareholder shall produce evidence that such loss or destruction has been reported to a police officer, or any other appropriate evidence to the Company.

In both cases, the Company shall issue a new share certificate to the shareholder within the period of time prescribed by law. The Company may charge a fee for issuing such new share certificate from the shareholder, provided that the rate of such fee shall not exceed the rate prescribed by law.

The lost, obliterated, or damaged share certificate which is replaced by the new share certificate shall be cancelled.

• the Company may repurchase the shares from its shareholders who vote against the resolution passed by the meeting of shareholders to amend the Articles of Association of the Company in respect of the voting right and the right to receive the dividends because they deem that such resolution is unfair;
• The Company may repurchase the shares for the purpose of financial management when the Company has accumulated profit accumulated and liquidity in excess, provided that such repurchase does not cause any financial problems to the Company.

The shares which are held by the Company shall neither be counted as the quorum of the meeting of shareholders, nor have the right to vote or receive the dividends.

The Company shall dispose of the repurchased shares mentioned in previous paragraphs within the period of time prescribed in the Ministerial Regulations. Failure to do so shall require the Company to decrease its paid-up capital by deducting the registered shares which are unable to be disposed of.

The repurchase of shares, and the disposal and deduction of the repurchased shares shall comply with the regulations and procedures prescribed in the ministerial regulations and other relevant laws.

Any transfer of shares may be set up against the Company after the Company has duly received a request for registration of such transfer, and it may be set up against third-party persons only after the Company has registered it in the share register.

If Company deems such transfer lawful, the Company shall register it within fourteen (14) days from the date when the request is received. If the Company considers such transfer incorrect or invalid, the Company shall notify the applicant within seven (7) days from the date when the request is received.

If the shares of the Company have been registered as the listed securities in the Stock Exchange of Thailand, the transfer of shares shall be governed by the laws on securities and stock exchanges.

Any transfer of any other securities, other than ordinary shares, which have been registered as listed securities in the Stock Exchange of Thailand or any other secondary markets shall be in compliance with the laws on securities and stock exchanges.

“Securities” shall refer to the securities as defined in the laws on securities and stock exchanges.

The directors may be the shareholders of the Company.

• Each shareholder shall have one (1) vote for one (1) share held.
• Each shareholder shall cast all of the entitled votes in compliance with (1) to elect one person or several persons as the director (s). However, in case where the shareholder wishes to elect several persons as the directors, such shareholder may not divide his/her votes into portions and give them to various candidates.
• The candidates who receive the highest number of votes in their respective order of votes shall be elected as the directors in the number equal to the number of the directors of the Company or the number of the directors to be elected at such meeting. In the event of a tie of votes which causes the number of the candidates to be elected to exceed the number of the directors of the Company or the number of the directors to be elected at such meeting, the chairperson of the meeting shall have a casting vote.

Retired directors may be re-elected.

The directors to retire from their office in the first and second years following the registration of the Company shall be determined by drawing lots. In any subsequent years, the directors who have been in office for the longest time shall retire.

The director who retires under paragraph one may tender the resignation to the registrar.

The resolution of the Board of Directors under the first paragraph shall be supported by a vote of not less than three-fourths (3/4) of the number of the remaining directors.

The provision in paragraph one shall not prejudice the right of any directors who are elected among officers or employees of the Company to receive any remuneration and benefits as an officer or employee of the Company.

If it is deemed appropriate, the Board of Directors may appoint one member or several members to be the vice-chairperson (s) who shall comply with these Articles of Association in respect of any affairs assigned by the chairperson.

For each meeting of the Board of Directors, the chairman of the meeting may determine that a meeting be held and conducted through an electronic media, provided that such meeting shall be convened in accordance with applicable law or regulation at the time. Such meetings of the Board of Directors conducted by means via electronic media bear the same effects as any meeting which the Board of Directors attend the meeting at the same venue in accordance with the methods prescribed under the law and these Articles of Association.

Decisions of the Board of Directors Meeting shall be made by a majority of votes. Each Director shall have 1 (one) vote, except for a Director who has a conflict of interests in any particular matter. Such a Director shall have no right to cast his vote on that matter. In the event of a tie vote, the Chairman of the meeting shall have a deciding vote.

In case of meeting conducted by means of teleconference, a notice of the meeting and attachment can be sent electronically, provided that such notice and attachment shall be sent within the period prescribed in the first paragraph. The Company shall keep the copy of the notice and attachment as evidence. Such documents can be kept as electronic data.

The Board of Directors is empowered to consider determining and amending the list of the authorized directors.

Meeting other than that mentioned above shall be called extraordinary meetings. The Board of Directors may summon an extraordinary meeting of shareholders whenever the Board of Directors may deem appropriate.

when one or more shareholders holding shares amounting to not less than ten (10) percent of the total number of issued shares may submit a written request signed by them requesting the Board of Directors to summon an extraordinary meeting of shareholders at any time but they shall give subject and reasons for such request in the said letter, in such case, the Board of Directors shall arrange for the meeting of shareholders to be held within forty-five (45) days from the date of receipt of such request from the shareholders.

If the Board of Directors does not arrange for the meeting of shareholders within the period of time specified in paragraph three, the shareholders who subscribe their names or other shareholders holding shares amounting to the required amount may call the meeting themselves within forty-five (45) days as from the date on which the period of time in paragraph three ends. In this case, the meeting is deemed a shareholders meeting called by the Board of Directors and the Company shall be responsible for the expenses incurred therefrom and shall reasonably facilitate the meeting.

In the case where the quorum of the meeting called by the shareholders under paragraph four cannot be constituted as specified in this Articles 33, the shareholders under paragraph four shall jointly compensate the Company the expenses incurred from the meeting. In the case where a shareholders’ meeting is summoned by the shareholders, the notice may be sent via electronic means.

In this regard, the meeting of shareholders can be conducted by means via electronic media. Provided that such meeting shall be convened in accordance with the method prescribed under applicable law and regulations at the time, or the relevant law and regulations applied mutatis mutandis. Such meeting of shareholders conducted by means via electronic media bear the same effects as any meeting which the shareholders attend the meeting at the same venue in accordance with the methods prescribed under the law and these Articles of Association. Notices or document can be sent via electronic means. Shareholders have the right to appoint other persons as proxies to attend the meeting and vote on their behalf. in this regard, Proxies for shareholders meeting can be given via reliable and safe electronic means.

The venue for convening the Shareholders’ Meeting may be located in the province in which the head office is located or other places as prescribed by the Board of Directors.

At any Shareholders’ Meeting, if the quorum is not constituted by one (1) hour after the time for which the meeting is scheduled and such Shareholders’ Meeting is called at the request of the Shareholders, such Shareholders’ Meeting shall be adjourned. If the Shareholders’ Meeting is not called at the request of the Shareholders, the Shareholders’ Meeting shall be adjourned. In this regard, a notice shall be sent to the Shareholders at least seven (7) days prior to the meeting date. A quorum for this rescheduled Shareholders’ Meeting is not required.

• In normal cases, a majority of the Shareholders who are present and casting their votes shall prevail. In the event of a tied vote, the Chairman shall have a deciding vote.
• Each of the following matters requires at least three-fourths (3/4) of the total votes of the Shareholders who are present and entitled to vote:
  • The sale or transfer of all or an essential part of the business of the Company to other persons;
  • The purchase or acceptance of the transfer of the business of other private or public companies by the Company;
  • The execution, amendment, or termination of all or an essential part of the agreement related to the lease of business of the Company, the assignment of other person(s) to manage the business of the Company, or the merging of the Company’s business with other persons for the purpose of benefit sharing.
  • Amendment of the Company’s Memorandum of Association or Articles of Association;
  • Increase or decrease of the registered capital of the Company;
  • Dissolution of the Company;
  • Issuance of debentures of the Company;
  • Merger of the Company with another company; and
  • Any other matters which are required under the law to be approved by the three-quarters (3/4) of the total votes of the Shareholders who are present and entitled to vote.

• To consider and acknowledge the annual report of the Board of Directors relating to the business of the Company during the previous year;
• To consider and approve the balance sheet or statement of financial position, and the profit and loss account;
• To consider and approve the appropriation of profit and payment of dividends;
• To consider and appoint new directors to replace those who retire by rotation;
• To fix the remuneration of the directors;
• To consider and appoint an auditor and fix the remuneration of the auditor; and
• Other matters.

• Copies of the balance sheet or statement of financial position, and the profit and loss account which have been audited, together with the report of the auditor; and
• The annual report of the Board of Directors together with supporting documents.

The dividends shall be paid according to the number of shares, each share is entitled to an equal amount of the dividends, except in the case where the Company issues preferential shares and requires that the dividends paid for the preferential shares be different from those paid for the ordinary shares. In such case, the dividends shall be appropriated in compliance with such requirement. Every payment of the dividends shall be approved by the general meeting of shareholders.

The Board of Directors may make interim payment of the dividends to the shareholders from time to time when they consider that the Company has sufficient profit for such payment. After such interim payment has been made, it shall be notified to the shareholders in the next general meeting of shareholders.

The dividend shall be distributed within one (1) month of the date of the Shareholders’ Meeting or the date of the resolution of the Board of Directors was made as the case may be. As such, a notice notifying the dividend distribution must be sent to the Shareholders and must be published in a newspaper for no fewer than three (3) consecutive days or can be sent via electronic.