The shareholder or group of shareholders, who wishes to propose any issue as an agenda or proposed director candidate for shareholders meeting For the 2020 Annual General Meeting of Shareholders of the ARIP Public Company Limited (Since December 1 – 31, 2019)
1. Qualifications of the shareholder, who wish to propose any issue as an agenda
1.1 Must have at least 1% of the company’s paid-up shares by an individual shareholder or as group of shareholders.
1.2 The Shareholders in proportion to the required 1.1 , must hold the shares for at least 12 consecutive months until the date of the agenda proposal.
1.3 Where one or more shareholders combined the holding shares or voting rights amounting not less than 5% of the total voting rights of the Company, able to propose the agenda of the AMG meeting. The Company could not further determining other requirements on the features or characteristics of the shareholders, or the time restriction.
2. Proposed agenda
The company reserves the right to consider the following issues.
2.1 The proposal that violates to the law, rules, regulations of government agencies or other governing agencies or and not complied with to objective, the article of association, the shareholders’ resolution, the good corporate governance of the company.
2.2 The proposal that is the power and authority of the company unless it caused the significant effect on the shareholder in general.
2.3 The proposal that is beyond the control of the company.
2.4 The proposal that the shareholders already proposed in shareholders’ meeting within the past 12 months and were supported by less than 10% of total voting shares, provided that the facts of said matter have not yet changed significantly.
2.5 The proposal is not beneficial to the operations of the company.
2.6 The proposal that is beneficial for specific person or group.
2.7 The proposal that the company has already operated.
2.8 Other matters the committee considers that no need to be on the agenda. Which the board of director can explain why to shareholders appropriately
2.9 The proposal propose by the shareholders who disqualified by Article 1.
2.10 The proposal that the information shareholders provided is incomplete or incorrect or could not be contacted
2.11 Later proposed from the period specified by the company to its shareholders proposed meeting agenda.
3. Qualification of Directors
3.1 Are highly qualified and possess none of the characteristics prohibited under the Public Company Limited Securities and Exchange Act Securities and Exchange Act and other relevant announcements Including the the good corporate governance of the company.
3.2 Are knowledgeable, capable and possess a variety of skills and working experiences that are beneficial for the company.
3.3 Are capable of providing leadership and able to efficiently monitor the business conduct of the company’s executives.
3.4 Having and interesting in the company’s business with dedication of time to perform the duty.
3.5 Not been withdrawn. from the president or his staff in the management of the agency.
3.6 Not being a political official, director or official of any political party.
4. Steps to consider
4.1 The shareholders who are qualified under Article 1 ,can download form “The Ordinary Shareholders Meeting Agenda Propose Form” (Form A) or propose director candidate by filling out the form “The Ordinary Shareholder Meeting Director Candidate Proposal Form” (Form B) the shareholders can form an informal way in advance. E-mail Address: Tarip@arip.co.th or Fax: 0-2641-2331 before submitting manuscripts to fill it up completely. And documents set out in clause 4.2
ARIP Public Company Limited
ARIP Building 2nd Fl.,
99/16-20 Ratchadapisek Road, DinDaeng, Bangkok 10400
On or before 31 December 2019 will be held on postage stamps is important
4.2 Documents subject.
4.2.1 Proof of shareholder follow by Article 1, which holds details of each case are as follows.
a) If the individual shareholder propose meeting agenda.
The complete evidence of shareholdings, which includes certificate from securities broker and copy of ID card or passport. (in case of foreigner) and duly.
Attach a copy of the juristic entity and ID card or passport ((in case of foreigner) director’s authority to sign. “The Ordinary Shareholders Meeting Agenda Propose Form” (Form A) or propose director candidate by filling out the form “The Ordinary Shareholder Meeting Director Candidate Proposal Form” (Form B) and duly.
b) In case of group of shareholders proposing meeting agenda or proposing director candidate, every shareholder must fill out and complete the form “The Ordinary Shareholders Meeting Agenda Propose Form” (Form A) or propose director candidate by filling out the form “The Ordinary Shareholder Meeting Director Candidate Proposal Form” (Form B) all 3 items must completely sign to be use as evidence. For the Second shareholders onwards are required complete only item 1 and 2 and sign forms then gather all such evidences “The Ordinary Shareholders Meeting Agenda Propose Form” (Form A) or propose director candidate by filling out the form “The Ordinary Shareholder Meeting Director Candidate Proposal Form” (Form B), then submit to the Company.
4.2.2 In case one or more than shareholders propose more than one agenda or more than one director candidate, the shareholder must fill the form of “The Ordinary Shareholders Meeting Agenda Proposal Form”, (Form A) one form per one agenda or “The Ordinary Shareholders Meeting Director Candidate Proposal Form”, (Form B) one form per one candidate.
4.2.3 In case of propose company’s director candidate, shall attached nominee’s authorization document and other supporting document (if any).
4.2.4 Information for consideration (if any).
4.3 The proposal approved by the board along with the board opinion will be included in the agenda of the AGM notice. Described by such agenda as proposed by the shareholders and the board opinion Of directors.
4.4 The proposal disapproved by the board, the Company will inform the shareholders with the reason of the board’s refusal through the SET’s channel. Such information will posted in the Company’s website at www.aripplc.com under the heading “Investor Relations” and report to the shareholders at the meeting.
4.5 To nominate individuals to serve as company’s board of director, if nominee is qualified, company secretary will present the list to the board of directors. If the board of directors approved, then will pass a list of such qualified nominees to the agenda in the 2020 annual meeting of shareholders and the board opinion of directors.
4.6 The nominate person disapproved by the board, the Company will inform the shareholders with the reason of the board’s refusal through the SET’s channel. Such information will posted in the Company’s website at www.aripplc.com under the heading “Investor news” and report to the shareholders at the meeting.