Proposal of Agenda for Annual General Meeting of Shareholders for the year 2016

  >  Proposal of Agenda for Annual General Meeting of Shareholders for the year 2016

Proposal of Agenda for Annual General Meeting of Shareholders for the year 2016

1. Objective

CP ALL Public Company Limited (“the Company”) has a strong determination to maintain the good corporate governance. And to ensure that all shareholders are fairly and equitably treated, the Company provides an opportunity for minority shareholders to propose agenda item in advance of the Annual General Meeting of Shareholders.

In addition, for clarify and transparency of the procedures and methods for consideration, the Company has set up the criteria to authorize minority shareholders to propose the agenda to the meeting. By this mean, it will ensure that the agenda will be delicately selected and truly beneficial to the Company and also to affirm the conformity to the Good Corporate Governance.

2. The qualification of Shareholder

The Shareholder who wish to propose the agenda must possess qualification as follows:

2.1     Being the shareholder of the Company as at the proposed agenda date, which can be either one shareholder or combined shareholders.

2.2     Holding minimum shares not less than 5% of total number of the voting rights, and has continuously held shares at least 12 months until the propose agenda date.

3. Proposal of the agenda

3.1 The proposal that will not be placed on the agenda

(1) The proposal that violates to the law, rules, regulations of government agencies or other governing agencies or are not complied with the objective, the article of association, the shareholders’ resolution, the good corporate governance of the Company.

(2) The proposal that is beneficial for specific person or group.

(3) The proposal that is the power and authority of the Board unless it causes the significant affect on the shareholders in general.

(4) The proposal that is regular business operation.

(5) The proposal that the Company has already operated.

(6) The proposal that is beyond the control of the Company.

(7) The proposal that the shareholders had already proposed in the Shareholders’ meeting within the past 12 months and were supported by less than 10% of total voting shares, and the facts of the said matter have not yet significantly changed.

(8) The proposal that the information shareholders provided is incomplete or incorrect, or those who are unable to contact.

(9) The proposal that the shareholders are not fully qualified according to the criteria no.2.

(10) The proposal that the Board agreed that it is unnecessary to be placed on the agenda.

 

3.2 Consideration procedure

(1)    The shareholder who possesses qualification according to the criteria no.2, must fill in the “Proposal of agenda items to be included in the notice to call the Annual General Meeting of Shareholders for the year 2016” form with signature. And the shareholder must enclose the evidence as details appear in the remark of the form and submit all documents to the Company via registered mail to:-

 

The Company Secretary Division

CP ALL Public Company Limited

16th floor, Tarasathorn bldg., 119 Soi Sathorn 5,

Sathorn Tai road, Tungmahamek,

Sathorn, Bangkok 10120

 

         Please note that the Company will only consider the form arrived within January 8, 2016.

 

(2)    In case many shareholders have unified to propose agenda and all of them possessing the qualification as specified, the first shareholder must fill in the form completely and affix their name as evidence. The rest of shareholders must fill part (1) and (2) of the form and affix their name as evidence separately. Then all the form and support documents (if any) should be gathered into one set before sending to the Company.

 

(3)    The Company Secretary division will initial review the proposed agenda before propose to the Board. The agenda that did not pass the initial review due to not qualifying to the criteria set in No. 2 or related to the criteria No. 3.1, will be notified within January 29, 2016.

 

(4)    The Board will consider the proposal to be placed on the agenda and the decision is final.

 

(5)    The proposal approved by the Board along with the Board opinion will be included in the agenda of the AGM notice. For the proposal disapproved by the Board, the Company will inform the shareholder with the reason of the Board’s refusal through the SET’s channel after the Boards’ meeting.