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The Annual General Meeting of Shareholders of Thanachart Capital Public Company Limited
Providing shareholders with opportunities to propose candidates for election as directors and additional agenda items for 2018 Annual General Meeting of Shareholders
           Thanachart Capital Public Company Limited (‘the Company’) recognizes the importance of shareholders’ rights as well as the equitable treatment of shareholders, which are key elements of good corporate governance. In this connection, the Company would like to invite shareholders to propose 1) candidates for election as directors, 2) additional agenda items for the 2018 Annual General Meeting (AGM) of Shareholders, as well as 3) questions and other suggestions in line with the Company’s regulations and practice guidelines, prior to the 2018 AGM. The related details are as follows:

The Company's regulations and practice guidelines
 
1. Period of time for shareholders to exercise their rights
- Proposals of candidates for election as directors and Proposals of additional agenda items

for the Annual General Meeting of Shareholders starting from 1 September 2017 to 30 November 2017 (three months for proposals submitted via the Company’s website)

- Questions and other suggestions starting from 1 September 2017 to 30 March 2018
 
2. Qualifications of shareholders who are entitled to submit proposals

Proposals of candidates for election as directors

Being the Company’s shareholder on the proposal date.
Proposals of additional agenda items

Being one or more shareholders who, on the proposal date, individually or collectively hold shares accounting for at least five percent of the Company’s total number of voting rights.

Questions and other suggestions 

Being the Company’s shareholder on the date when questions or other suggestions are proposed.

 
3. The shareholders who possess the qualifications specified in Item 2 above can propose candidates for election as directors and/or additional agenda items and/or questions and other suggestions.  In this connection, they could take the following steps.
3.1 Fill out the form of disclosing identity of shareholder
I, (name-surname of shareholder) : *
Shareholder’s identification card number or juristic person registration number, which is issued by government agency: *    Number of shares held:    shares *
( In case there are more than one shareholder, please give names of all shareholders but give only the first shareholder's address and other related contact details. )
Contact Address : *
Tel : *    Fax :  
E-mail address : *
3.2 Fill out the form for proposing a candidate for election as directors and/or the form for proposing additional agenda item for AGM and/or questions and other suggestions as follows:
Proposing candidates for election as directors
Please give details of the candidate being proposed for election as director below:
Name-surname (proposed candidate): *
Age (years) : *
Nationality : *

Download
  Form for proposing a candidates for election as directors
Proposing additional agenda items for AGM
Please specify agenda item : *
Objective/rationale : *

Download
  Form for proposing additional agenda items
Proposing questions and/or other suggestions
Questions and/or other suggestions : *
Shareholders wishing to exercise their rights to submit the proposals are required to verify the information above before sending.
Send Reset
 
4. Delivery of documents

Shareholders proposing candidates for election as directors and/or shareholders proposing additional agenda items are required to send proposals to the following address, using the forms prescribed by the Company, together with supporting documentation, which contains complete and accurate information.  The shareholders can either deliver them in person or send them by registered mail.  Item has to be delivered to the Company by 30 November 2017.

   To
Corporate Secretary Office
Thanachart Capital Public Company Limited, 17th Floor, AB Zone
444 MBK Tower, Phayathai Road
Wangmai, Pathumwan, Bangkok 10330

For shareholders who wish to send questions and other suggestions, please send them through the following channels until 30 March 2018.

- The Company’s website: www.thanachart.co.th. Please go to Investor Relations page and select Shareholder Information
- Registered mail:
Corporate Secretary Office
Thanachart Capital Public Company Limited, 17th Floor, AB Zone
444 MBK Tower, Phayathai Road
Wangmai, Pathumwan, Bangkok 10330
- E-mail: tcap_ir@thanachart.co.th
 
5. Conditions for consideration
5.1 Proposals of candidates for election as directors
The Company reserves the right to take into consideration only the proposals of shareholders, which include complete and correct information as well as supporting documentation in line with the requirements imposed by the Company. In addition, the proposed candidates must be qualified and possess no prohibited characteristics pursuant to the law and as prescribed in the notifications issued by regulators overseeing the Company. As well, the proposed candidates must possess qualifications in line with the Company’s established policies.
After receiving all the proposals and the supporting documentation, the Company Secretary will forward the names of the candidates proposed by shareholders for election as directors, together with all the related evidence, to the Nomination and Remuneration Committee. The Committee is responsible for screening appropriate candidates qualified for taking up directorship and sending the names of the shortlisted candidates to the Company’s Board of Directors for consideration.
5.2 Proposals of additional agenda items
In order to ensure that the meeting will be conducted in an efficient manner, the Company reserves the right to reject the following as agenda items:
Matter that is not in line with the eligibility criteria specified in Items 1 to 4.
Matter that is related to the conduct of the Company’s normal business affairs. As well, the fact, to which the shareholder has drawn attention, does not give rise to a reasonable suspicion of irregularity in such matter.
Matter that is beyond the power of the Company to produce a result the shareholder wishes to have.
Matter that has already been proposed to the general meeting of shareholders in the last 12 months and whose resolution is supported by less than 10 percent of the Company’s total number of the voting rights, unless the fact in the new presentation is significantly different from the one presented at the previous general meeting.
In any other cases specified in the additional notifications issued by the Capital Market Supervisory Board, the Company can reject inclusion of the items in the agenda for the meeting.
 
6. Consideration procedures of the Company
6.1 Proposals of candidates for election as directors

In case the Board of Directors deems it appropriate to propose the names of candidates for election as directors at the 2018 Annual General Meeting of Shareholders, it is necessary for the Company to request for approval from the Bank of Thailand first.  The names of the candidates proposed for election as directors could be disclosed only after the Company receives official approval from the Bank of Thailand.

6.2 Proposals of additional agenda items
The sub-committees concerned will be responsible for screening the proposals made by the shareholders before submitting them to the Board of Directors for consideration at their meeting in December 2017. Those proposals which are approved by the Board of Directors will then be included as additional agenda items for the Annual General Meeting of Shareholders.
6.3 Questions and other suggestions
The Company Secretary is responsible for collecting all questions and other suggestions and proposing them to related management teams or committees for consideration prior the 2018 AGM.

Should you require more information or any clarification, please contact
Corporate Secretary Office
Tel. 0-2217-8000 ext. 3009 - 3012

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