Shares of the Company shall only be
ordinary shares, amount of which shall be fully paid-up in money. The
Company shall not issue share certificate to bearer.
The offer of shares for sale to the public
or to any person shall be in accordance with the law relating to
securities and securities exchange.
The Company may issue debentures or
convertible debentures or convertible preferred shares, including any
securities according to the law relating to securities and securities
exchange, and offer those securities to public. The Company may convert
convertible debentures or convertible preferred shares into ordinary
shares, subject to relevant laws.
Article 3. bis,
Subject to the second paragraph and the
third paragraph of this Article, shares of the company which are held by
non-Thai nationals at any time shall be in aggregate of not more than 25%
of the total number of shares sold. Non-Thai nationals under the first
paragraph shall mean to include:
Any partnership or company having capital of all non-Thai
nationals up to 50% of the capital in that partnership or company;
Any partnership or company having non-Thai national
partners (either limited or unlimited liability) or shareholders up to
50% of the number of all partners or shareholders;
Any association, foundation, organization or institution
having the number of members or directors up to 50% of all members or
directors, as the case may be, or having non-Thai national as manager,
or being managed or incorporated for the benefits of any non-Thai
Non-Thai national(s) may acquire an aggregate amount of
shares in excess of 25% of the total number of shares sold pursuant to
the first paragraph of this Article only by means of subscription of
capital-increase shares of the Company, provided that the number of
capital-increase shares acquired by non-Thai nationals under this
paragraph, when combining with the number of shares held by non-Thai
nationals under the first paragraph of this Article, shall not exceed
49% of the total number of shares sold during such time. Non-Thai
national shareholders who acquire shares under this paragraph shall have
the same legal rights as non-Thai national shareholders under the first
paragraph in all respects.
If the Company has proceeded to increase capital for
non-Thai nationals under the second paragraph and the number of shares
held by non-Thai nationals is less than 49% of the total number of
shares sold, it shall be deemed that the highest ratio of shares held by
such non-Thai nationals of the Company will be consistent with the
highest ratio when the capital increase shares offered at that time are
subscribed, which however must not exceed 49% of the total number of
shares sold unless otherwise prescribed by laws, regulations or
directives of the Bank of Thailand and/or relevant agencies.
Shares certificates shall be affixed with
the seal of the Company and the signature of at least one director, signed
or printed, but the directors may authorize the share registrar referred
to in the law relating to securities and exchange, to sign or print his or
her signature on their behalf.
Article 4. bis,
The Company shall issue one or several
share certificates and deliver them to shareholders within a period
prescribed by law. In the case where a transferee wishes to obtain a new
share certificate, he shall make a request to the Company by submitting a
written request bearing the signatures of the transferee and of at least
one witness in certification thereof.
In case of any share certificate being worn
out or defaced causing unclear readability the shareholder may request for
the substitute from the Company.
In cases where a share certificate is lost
and the shareholder can produce lawful evidence and has filed a request to
the Company, the Company shall issue a new share certificate in substitute
of the lost certificate.
In the issuance of a new share certificate under the preceding paragraph,
the fees at a rate prescribed by the Company shall be paid, provided that
such fees shall not exceed the rate fixed by law.
The Company is prohibited from purchasing
or acquiring its own shares and shall not accept its own share certificate
as security for debt or any transaction except in the case permitted by
the laws and is undertaken in accordance with rules, procedures and
conditions prescribed by the laws.
In case the Company will purchase no more
than 10 per cent of its paid-up capital in return, the Board shall have
the authority to approve such purchase.
Article 6. bis,
In the case where the Company issues shares
at a price higher than par value, a general meeting of shareholders shall
fix the amount of the money in excess of the value of the shares. The
money in excess of the value of the shares shall be paid at the same time
as the first payment on shares, or a general meeting of shareholders may
authorize the Board of Directors to decide otherwise.
Article 6. ter,
The excess amount on share received by the
company as per Article 6 bis shall be deemed premium on share reserve
Transfer of Shares
A share transfer shall be valid upon the
transferor's endorsing of the share certificate by stating the name of the
transferee and having it signed by both the transferor and the transferee
and delivering the share certificate to the transferee. The transfer of
shares will be effective against the Company upon the Company's having
received a request to register the transfer of the shares. It may be
effective against a third party only after the Company has registered the
transfer of the shares in the shareholder register.
In the case where there is no space for
endorsement of the share certificate, a new share certificate may be
issued or an allonge be attached thereto. In the case where a new share
certificate is issued, the old share certificate shall be returned to and
cancelled by the Company.
In the case where the transfer of shares
represented by a certain share certificate is for an amount less than
total shares represented, the transferor shall state in the endorsement
the amount of shares transferred. In such a case a new share certificate
representing the shares remaining or the old share certificate shall be
issued to the transferor and a new share certificate representing the
transferred shares shall be issued to the transferee. The old share
certificate shall be returned to and cancelled by the Company.
Article 7. bis,
The Company shall notify the transferees to
dispose of his shares according to Section 5 septem of the Commercial
Banking Act B.E. 2505 if the transfer of shares shall result in such
person holding shares in contravention of the provision of Section 5 bis
or result in the Thai shareholding in the Company becoming in
contravention to the provision of Section 5 quinque of the Commercial
Banking Act B.E. 2505. Except for where the Company has obtained
permission from the Finance Minister upon the recommendation of the Bank
of Thailand pursuant to the commercial banking laws.
Any persons who are entitled to shares by
inheritance or under court order shall produce lawful evidence to the
Company before being registered as shareholders.
There shall be no less than seven and no
more than eighteen directors whereby no fewer than half of all directors
shall have domicile in the Kingdom
The director may or may not be the
Article 9 bis.
The Board of Directors shall have a duty to
supervise and manage the Company so that it is in accordance with the
laws, the Company’s Objects, the Articles of Association and the
resolutions of the Shareholders’ Meeting.
Article 9 ter.
A director shall be entitled to receive
remuneration from the Company in a form of money, meeting expense,
pension, bonus or any other form of benefits in accordance with the
Articles of Association or the resolution of the Shareholders’ Meeting.
The Shareholders’ Meeting may determine an exact amount, lay down a
certain rule, determine the amount from time to time or make its decision
effective all the time until further amendment.
The person eligible to hold office of
director shall have the following qualifications:
(1) being natural person and be sui juris;
(2) not be bankrupt, incompetent or
(3) have never been imprisoned on the
final judgment of a court for an offense related to property committed
with dishonest intent;
(4) have never been dismissed or removed
from government service, or a government organization or a government
agency in punishment for dishonesty in performing their duties.
Article 10. bis,
Directors shall be elected by a meeting of
shareholders in accordance with the following rules and procedures:
(1) Directors may be elected individually
or in a set.
(2) Each shareholder shall have one vote
per each share held by him for the election of each director.
(3) Each shareholder shall use all of his
votes in the election of directors.
(4) The persons who received the highest
number of votes in their respective order of the votes (in case of
election of directors in a set) in a number not exceeding the number of
directors to be elected at that meeting, shall be appointed as
(5) In the event of equal votes for the
last person, the chairman of the meeting shall have a casting vote.
Article 10. ter,
At each annual ordinary meeting of the
Company, one-third of the directors, or, if their number is not a multiple
of three, then the number nearest to one-third must retire from office.
The directors who have been in office
longer shall retire first. In the case of disagreement as to who should
retire, it shall be decided by drawing lots. The retired directors may be
Article 10. quarter.
The Board of Directors shall appoint a
director as the Chairman. It may also appoint the Vice-Chairman.
Any director who passes away or tenders
his/her resignation prior to his/her term, is unqualified under Article
10, is resolved to be removed by the meeting, or ordered by the Court to
resign, shall be removed from the office immediately.
In the case of vacancy in the Board of
Directors for reasons other than the expiration of the director's term of
office, the Board of Directors shall elect a person who has the
qualifications and who possesses no prohibited characteristics under
Article 10 as the substitute director at the next meeting of the Board of
Directors, unless the remaining term of the office of the said director is
less than 2 months.
Such resolution of the Board of Directors
shall consist the votes of not less than three fourths of the remaining
The substitute director shall hold office
only for the remaining term of the director whom he or she replaces.
No director shall operate any business
either for his or her own benefit or for the benefit of other persons or
operate any business which has the same nature as or competes with the
business of the Company or become a partner in other business having
such nature either for his or her own business or for the benefit of other
persons, unless he or she notifies the shareholder meeting prior to his or
The meeting of the Board of Directors shall
be held monthly save caused by any hindrance but at least once every
three months, and the quorum necessary for transaction of business at the
meeting shall be at least one-half of the number of directors.
At the meeting each director shall have one
vote. The majority of votes shall be deemed resolution, in case of an
equality of votes the Chairman of the meeting has a casting vote.
The Chairman of the Board shall be the
person who calls the meetings of the Board of Directors. If two or more
directors request a meeting of the Board of Directors, the Chairman of the
Board shall determine the date of the meeting within fourteen days of the
date of receipt of such request.
In calling a meeting of the Board of
Directors, the Chairman of the Board or the person assigned by the
Chairman of the Board shall serve written notice calling for such meeting
to the directors not less than seven days prior to the date of the
Where it is necessary or urgent to
preserve the rights or benefits of the Company, the meeting may be
called by other methods and an earlier meeting date may be chosen.
At a meeting of the Board of Directors, in
case the Chairman of the Board is not present at the meeting, the
Vice-Chairman present at the meeting shall be a chairman of the
meeting. If there is no Chairman or Vice-Chairman, the directors present
at the meeting shall elect one of the directors to be the Chairman of
A director who has in a resolution a
special interest can not vote on such resolution. The Chairman may ask
that director to leave the meeting temporarily.
The directors shall have the power to
conduct all kinds of business of the Company. Two directors are
authorized to sign and affix the common seal of the Company.
The Board of Directors shall appoint a
director to be the Chief Executive Officer and a director to be the
President, and that the Chief Executive Officer may be the same person as
the President. The Board of Directors shall prescribe powers and duties of
the Chief Executive Officer and the President. If the powers and duties
of the Chief Executive Officer and the President are not prescribed, the
Chief Executive Officer and the President shall have the power to manage
the Company in compliance with general custom and under the Board of
The Board of Directors may appoint any
person or persons to be Director & Executive Vice President and Director &
First Senior Vice President. The Board of Directors may prescribe
authority of the Director & Executive Vice President and Director & First
Senior Vice President. If the powers and duties of the Director &
Executive Vice President and Director & First Senior Vice President are
not prescribed, the Director & Executive Vice President and Director &
First Senior Vice President shall perform their duties in compliance with
the general custom and under the Board of Directors' supervision.
The Board of Directors shall appoint a
Management Committee consisting of a Chief Executive Officer, a President
and a certain number of the Company’s officials who shall have an
authority to manage and operate the Company’s business as determined by
the Board of Directors.
The Chief Executive Officer shall be the
Chairman of this Management Committee by his/her position.
The Management Committee shall hold
meetings and perform its duties as appropriate but no fewer than once a
week unless in case of necessity or there is no business or there is a
reasonable basis for not having such meeting.
The quorum of the Management Committee
shall consist of no fewer than half of all members of the Management
Committee in which the Chief Executive Officer or the person designated
thereby must also attend the meeting.
Each attending the Management Committee’s
meeting shall have one vote. The majority vote shall be deemed a
resolution. In case of tie votes, the Chairman of the Meeting shall have
an additional vote as a casting vote.
In every Board of Directors’ Meeting, the
Chief Executive Officer or the person designated thereby shall report to
the Board of Directors’ Meeting in brief of the businesses the Management
Committee has already taken. However, the following shall be subject to
the Board of Directors’ approval in advance.
(1) Matters relating to the Company’s
(2) Any matter if committed will
materially affect the Company’s business.
(3) Matters which the Board of Directors
itself shall comply according to the law.
(4) Matters which shall be complied upon
the Company’s regulations.
(5) Matters the Management Committee
deems appropriate to propose for approval on a case by case basis or in
accordance with the rules the Board of Directors has prescribed; for
example, the credit approval.
Article 19. bis,
The Board of Directors may appoint no more
than five directors who shall give advice as deemed appropriate by the
Board of Directors as members of Advisory Board to the Management
The ordinary general meeting shall be held
once in a year within 4 months from the date of closing account for
preparation of balance sheet stated in Article 31. The Board of Directors
may summon extraordinary meeting whenever they think fit.
In case shareholders holding shares
amounting to not less than one-fifth of the total number of shares sold or
shareholders numbering not less than twenty-five persons holding shares
amounting to not less than one-tenth of the total number of shares sold
may submit their names in a request directing the Board of Directors to
call an extraordinary general meeting at any time. The reasons for calling
such meeting shall be clearly stated in such notice.
Notice summoning of both ordinary and
extraordinary meetings shall have to be given in advance to shareholders
not less than 7 days before the date fixed for the meeting, specifying
also the nature of business to be transacted.
The aforesaid notice calling for the
general meeting shall be published successively in a Thai newspaper for at
least three days and at least three days prior to the date of the meeting.
Such newspaper shall be a newspaper that it published and distributed with
the area where the principal office of the Company is located.
The quorum at every general meeting shall
not be deemed constitute unless shareholders present in person or
represented by proxy at least twenty five persons and one-third of the
total shares are present, except mentioned in Article 23.
Article 22. bis,
Each shareholder is entitled to execute one
proxy in form designated by the Registrar for another to attend or vote on
his behalf in a meeting and there must be only one person as proxy to
transact the mentioned actions regardless number of shares held by such
If within one hour from the time appointed
for the general meeting the quorum is not present, the meeting, if
summoned upon by requisition of shareholders, shall be dissolved. If
summoned upon by the Board of Directors itself, another general meeting
shall be summoned again by the notice calling such meeting shall be
delivered to shareholders not less than seven days prior to the date of
the meeting and at such new meeting the quorum is present regardless the
number of shareholders in attendant.
On voting, one share shall be counted one
vote and the majority of votes shall be deemed resolution. In case of an
equality of votes, the Chairman shall be entitled to a casting vote
distinguishing from that he has in the capacity of shareholder.
Voting on poll may be made when not less
than five shareholders request it and the meeting resolves to do so. The
Chairman of the meeting shall prescribe the method of such poll voting.
In general the Chairman of the Board shall
be the chairman of the shareholder meeting. In the case of absence or
incapability of the Chairman of the Board, if there is a Vice-Chairman of
the Board, the Vice-Chairman of the Board shall be the chairman of the
meeting. In the absence or incapability of the Vice-Chairman of the
Board, the meeting shall elect a shareholder to be chairman of the
Any shareholder who has in a resolution a
special interest shall not be entitled to exercise the right of proxy to
vote. The Chairman may ask him to leave the meeting temporarily.
However, vote for election or removal of directors is not subjected to
The business to be transacted at the
ordinary meeting is as follow:
(1) The directors submit to the meeting
the report showing how the business of the Company was conducted during
the year under review;
(2) Adoption of balance sheet;
(3) Consideration on dividend and reserve
(4) Election of new directors in place of
those retired by rotation;
(5) Appointment of the auditor and fix
(6) Other business provided that the
chairman of the meeting considers appropriate.
The auditor shall be elected by ordinary
meeting whereby remuneration shall also be fixed from time to time. The
auditor may be elected from a third person, but no director, or manager,
or the Company's employee is eligible as an auditor during his continuance
If the auditor elected by the ordinary
meeting is not meet with the consent of the Bank of Thailand, the Board of
Directors shall conduct the following:
(1) Calling an extraordinary meeting to
elect new auditor or
(2) Propose and select auditor to secure
the consent of the Bank of Thailand, then calling an extraordinary
meeting to appoint such auditor.
In case of the
vacancy of elected auditor before his term, the Board of Directors shall
conduct the above-mentioned 1 or 2 mutatis mutandis.
The auditor shall at all reasonable time
have access to the books and accounts and all documents relating to the
company's properties of business and he may examine the directors or any
other agents or employees of the Company.
The Company shall arrange for, and properly
keep the accounts of the Company, as well as the audit according to the
relevant laws, and shall prepare the balance sheet and profit and loss
accounts at least once in 12 months period, which is the accounting period
of the Company.
The Board of Directors shall arrange for
preparation of the balance sheet and profit and loss accounts as of the
end of the accounting period of the Company, and shall submit the same to
the shareholders meeting at the annual general meeting for approval. The
Board of Directors shall arrange for such accounts to be fully audited
prior to submission to the shareholders meeting for approval.
No dividend shall be paid out of any money,
other than profits. In the event that the Company still has an accumulated
loss, no dividend shall be paid. Dividend shall be paid equally,
according to the number of shares. Payment of dividend shall be subject to
The Board of Directors may pay to the
shareholders the interim dividend from time to time, if there is
sufficient profit for such payments, and shall report the same to the
shareholders at the next shareholders meeting.
Any amount remain after the payment of
dividend according to the shareholders meeting resolution or after the
payment of interim dividend, shall be appropriated as any reserve as
deemed appropriate by the Board of Directors or reserve for capital fund
of the Company.
The payment of dividend shall be made
within 1 month from the date of the meeting of the shareholders or the
directors (as the case may be) and shall notify the shareholders in
writing and publish the same in the newspaper.
The Company's seal shall be in the size and
picture as follows:
= ABC =
Where the Company or any of its
subsidiaries enter into a connected transaction, or a transaction relating
to an acquisition or disposition of material assets of the Company or any
of its subsidiaries, in accordance with the notifications of the Stock
Exchange of Thailand governing the connected transactions or the
acquisition or disposition of material assets of listed companies, as the
care may be, the Company shall comply with the rules and procedures under