Proposing Agenda

Criteria for the shareholder in nominating a person to be the company director and how to propose the agenda in advance for the shareholders' meeting of SNC Former Plc.(Headquarters)

Objective

The Company realizes the shareholder's significance and supports corporate governance to ensure that the shareholders and interested persons are provided with proper benefit, the Company therefore allows the shareholder to nominate a candidate for director by proposing agenda in advance for the shareholders' meeting.

Shareholder's qualifications

Shareholder eligible for nominating a person to hold directorship shall propose an agenda in advance for the Board of Directors so that they can consider such persons qualifications and minimum shareholding ratio as follows :

  1. Holding shares at minimal level not less than 0.5% of the total shares of the Company by one or several shareholders.
Proposing agenda

Matters not to be included in the agenda :

  1. Matter violating laws, rules and regulations of the government or regulatory agency of the Company or not in accordance with the objective, the articles of association and good corporate governance.
  2. Matter beyond the power of the Company to do so.
  3. Matter for the benefit of any specific individual or individual group.
  4. Matter already proposed by the shareholder to the meeting during the past 12 months and gained vote in favor less than 10% of total voting shares and no significant change has been found.
  5. Matter within the power of the Board of Directors unless it can have significant damage to the shareholders at large.
  6. Matter already carried out by the Company.
  7. Matter incompletely informed by the shareholder or with lack of information or supporting documents or failed to be proposed in the given period of time or loss of contact.
  8. Matter proposed by the shareholder holding incomplete qualifications.
Nominating a person to be the Company's director

Person nominated to be a director shall possess the qualifications and shall have none of the prohibited characteristics as follows :

  1. Possess qualification and have none of the prohibited characteristics as provided in the law relating to public company limited, law relating to securities and exchange and corporate good governance.
  2. Demonstrate leadership, vision, morality, ethics and good working profile.
  3. Be interested in the Company's business and able to devote time for the Company's business.
  4. Shall not conduct or take part in any business of similar nature to that of the Company and which is in competition with the Company, whether for personal or the third person's benefit.
Consideration procedures
  1. Eligible shareholder as mentioned in Article 2 above may download the following :
  2. Form for nominating person to be the Company's director

    Form for proposing agenda in advance for the shareholders' meeting

    Shareholder may submit the above form in advance at the Company Secretary's e-mail address: rattanaporn@sncformer.com or send it by fax No. 02-1080367 before submitting completed original copy and proof of shareholding as required in Article 2 including certificate issued by the securities company or proof issued by Thailand Securities Depository Company Limited and other supporting documents (if any) to the Company between 15 September 2017 and 15 December 2017 at the following address :

    Company Secretary SNC Former Public Company Limited (Headquarters) 333/3 Moo 6, Bang Phreang Sub-district, Bang Bo District, Samut Prakan 10560

  3. Matter approved by the Board of Directors shall be added to the meeting agenda and listed in the invitation letter for annual general meeting with comment from the Board and such matter not approved by the Board, the shareholder will be informed for that effect with reason through the Company's website.