26 February 2009
Inform Additional Information of Agenda 3.9
Translation
February 26, 2009
Subject : Additional Information of the Resolution of The Board of Directors
Meeting No. 1/2009
To : Directors and Managers of the Stock Exchange of Thailand
Refer to the resolution of The Board of Directors Meeting No. 1/2009
which was informed to The Stock Exchange of Thailand on February 25, 2009,
please be informed the additional information of clause 3.9 To consider and
approve the amendment of the Company's Articles of Association by cancellation
the present version and would be replaced with a new amendment version as
following example:
Existing: Clause 11. In the case where a transferee of shares wishes to
acquire a new share certificate, such transferee shall submit to
the Company a written request bearing the signatures of the
transferee and of, at least, one witness in certification thereof
and simultaneously return the old share certificate to the
Company. The Company shall issue a new share certificate within
one month as from the date of receipt of request.
During the period of twenty-one days prior to each meeting of
shareholders, the Company may cease to accept registration of
transfers of shares by notifying the shareholders in advance not
less than 14 days prior to the commencement date of
cessation of the registration of transfers of shares.
New Clause: Clause 11. In the case where a transferee of shares wishes to
acquire a new share certificate, such transferee shall submit to
the Company a written request bearing the signatures of the
transferee and of, at least, one witness in certification thereof
and simultaneously return the old share certificate to the
Company. The Company shall issue a new share certificate within
one month as from the date of receipt of request.
Existing: Clause 13. The directors shall be elected by voting in
accordance with the following rules and procedures:
(1) Each shareholder shall have 1 vote per 1 share;
(2) When electing the directors, the shareholders may exercise all
the votes he/she has to elect one or several persons as a director
or directors up to the number of the directors to be elected by
such meeting as the shareholders may deem appropriate. In the
voting process, either for one or several persons, each
candidate whom elected by the shareholders shall receive all the
votes such shareholders have as stipulated in (1) and such
shareholders shall not allot his/her votes to any person in any
number;
(3) The candidates shall be ranked in order descending from the
highest number of votes received to the lowest until up to the
number of directors to be elected by such meeting. Where there is
an equality of votes cast for candidates in descending order
causing the number of directors to be exceeded, the chairman
shall have an additional right as a casting vote.
New Clause: Clause 13. The directors shall be elected by voting of the meeting
of shareholders. The directors shall be elected in accordance with
the following rules and procedures:
(1) Each shareholder shall have one vote per one share;
(2) When electing the directors, the shareholders may exercise all
the votes he/she has to elect one or several persons as a director
or directors up to the number of the directors to be elected by
such meeting as the shareholders may deem appropriate. In the
voting process, either for one or several persons, each
candidate whom elected by the shareholders shall receive all the
votes such shareholders have as stipulated in (1) and such
shareholders shall not allot his/her votes to any person in any
number;
(3) The candidates shall be ranked in order descending from the
highest number of votes received to the lowest until up to the
number of directors to be elected by such meeting. Where there is
an equality of votes cast for candidates in descending order
causing the number of directors to be exceeded, the chairman
shall have an additional right as a casting vote;
(4) A director shall have qualifications and shall not have
prohibited characteristics as specified in the law on public
limited companies, as well as shall not have characteristics
indicating a lack of appropriateness in respect of
trustworthiness in managing business whose shares are held by
public shareholders as specify in the notification of the
Securities and Exchange Commission.
Sincerely yours,
By order of Board of Directors
Mrs. Sinee Thienprasiddhi
Director and Company Secretary
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