Slide 1

Investor Relations

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Proposal for shareholders’ meeting additional agenda Samart Telcoms PCL.


Proposal for shareholders’ meeting additional agenda Samart Telcoms PCL.

The Board of Directors of the Company has aware of the shareholders’ rights and equitable treatment to the shareholders under the good corporate governance as well as to comply with the new Securities and Exchange Act (No. 4) B.E. 2551 with regard to the shareholders’ right to propose matter(s) for consideration of the Board of Directors to include as agenda of the shareholders’ meeting.

Qualifications of whom having the rights to propose agenda of the Shareholders’ meeting:

Being the Company’s shareholder on the proposal date;
Holding the Company’s shares and have the right to vote amounting to not less than four percent of total number of the voting rights;
In case of multi-shareholders, total number of shares hold and have the right to vote should be not less than four percent of total number of the voting rights.

Required documents:

Single shareholder

Individual Shareholder
  • The completed dully signed of the proposal form;
  • Shareholding evidence (copy of shares certificate or certified document from SET / TSD);
  • Certified copy of identification card/government official identification card or copy of Passport (in case of foreigner).
Juristic Person
  • The completed dully signed of the proposal form which been certified by authorized directors of the company and affix the company’s seal (if any);
  • Shareholding evidence (copy of shares certificate or certified document from SET / TSD);
  • Copy of affidavit which been certified by authorized directors of the company and affix the company’s seal (if any) as well as certified copies of identification cards/ government official identification cards or passports (in case of foreigner) of such authorized directors.

Multi-shareholders

Individual Shareholders
  • Required documents as (a)-1;
  • Required a single proposal form which been executed by all the shareholders who want to propose matters to be included as agenda of the shareholders’ meeting.
Juristic Persons
  • Required documents as (a)-2;
  • Required a single proposal form which been executed by the authorized persons of all the shareholders who want to propose matter(s) to be included as agenda of the shareholders’ meeting;

Procedures of proposing the agenda

The shareholders who have qualifications as (I) could propose the matters for consideration as the agenda in the Shareholders’ meeting by sending required documents as (II) within the specified date direct to the Company at the following address:

Company Secretary Division
Samart Telcoms Public Company Limited.
99/15 Moo 4, 21st Fl., Software Park Building
Chaengwattana Road, Klong Gluar, Pak-Kred, Nonthaburi 11120.

In addition to the Annual General Meeting of Shareholders, proposal is allow anytime but such agenda will be considered as the agenda in the next shareholders’ meeting to be held.

Consideration Procedures

  1. The Company Secretary will collect and check all proposed agenda that have to be complied with the set criteria of the Company for proposal of Shareholders’ meeting agenda as well as not being the exceptional cases as defined in item (V) below and further submit for consideration of the Board of Directors of the Company;
  2. The Board of Directors shall consider the appropriateness of the proposed agenda from the minority shareholders:
    • If the Board agrees with the proposed agenda, the said agenda will be included as the agenda of the upcoming shareholders’ meeting. In the invitation letter of shareholders’ meeting that will be posted on the Company’s website (www.samtel.com) will remark that such agenda are proposed by the Company’s minority shareholders;
    • If the Board refuses to include the proposed matters as the agenda, the said agenda shall be notified in that shareholders’ meeting and specified the reasons of such refusal for information of the shareholders for further consideration.
  3. The Company’s shareholders shall consider the appropriateness of the proposed agenda from the minority shareholders:
    • If the shareholders agree with the refused matters and pass a resolution, with a majority vote of the total number of shareholders present at the meeting and have the right to vote, to include the matters proposed by minority shareholders as the agenda, the Board of Directors shall include such matter as the agenda of the next shareholders’ meeting;
    • If the refused matters have been resolved with the vote of less than 50% of the total number of shareholders present at the meeting and have the right to vote, the said matters will be ignored.

Exceptional cases that not allow by law to be added as the agenda of the Shareholders’ meeting

The proposal is relevant to the ordinary business operation and the fact given by the shareholders does not indicate any reasonable ground to suspect the irregularity of such matter;
The proposal is beyond the company’s power to produce the purposed result;
The proposal was submitted to the shareholders’ meeting for its consideration within the previous twelve months and received the supporting votes of less than ten percent of the total number of the voting rights of the company, unless the fact pertaining in the resubmission has significantly changed from that of the previous shareholders’ meeting;
Any other cases as specified in the notification of the Capital Market Supervisory Board.

Any question or enquiry, please contact “Corporate Secretary Div.” at Telephone number:
Telephone number: 0-2502-6238 or Fax number: 0-2583-8698