GLOBAL CONNECTIONS PLC.
GLOBAL CONNECTIONS PLC.
บริษัท โกลบอล คอนเน็คชนั่ ส์ จ ำกด (มหำชน)
13/1 Moo 0 Xxxxxxxx Xx., Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxxxx 00000 Xxxxxxxx. T. 662-763 7999, 662- 763 7923-42
F. 000- 000 0000-0
13/1 หมู่ 2 ถนนxxxxxxxx ต.รำชำเทวะ อ.บำงพลี จ. สมทุ รปรำกำร 10540
ทะเบียนเลขที่ 0107548000153
Ref: GC/SET 010/2020
5th October 2020
Subject: Shareholders’ proposal on agenda and Names of Director of 2021 Annual General Meeting of Shareholders in advance
To: President of the Stock Exchange of Thailand
Global Connections Public Company Limited (the Company) believes that the good corporate governance is an important factor to bring success to its business. The Company considers that to entitle minority shareholders to propose an agenda and names of director of Annual General Meeting of Shareholders in advance to the equal and fair treatment to all shareholders.
The Company, thus, would like to invite the shareholders to propose an agenda of 2021 Annual General Meeting of Shareholders and names of qualified candidates to be nominated for selection as Board of Directors of the company in advance and procedure as announced on the Company's website at xxxx://xxx.xx.xx.xx/xx/xx_xxxxxxx_xxx/ from now until 30th December 2020
Please be informed accordingly. Sincerely yours,
-Signature-
(Ms.Xxxxxxxxx Xxxxxxxxxx) Chief Executive Officer
Company Secretary
Tel: 0-2763-7999 ext. 201, 204
Fax: 0-0000-0000
Criteria for Shareholders to propose AGM Agenda and Director Nominee in advance 1. Objective
According to the good corporate governance, Global Connections PCL, (The Company) The Company intends to appropriately arrange the shareholders meetings and to be highest efficiency meetings accepted by all shareholders and stakeholders. As well as, all shareholders will be treated equally and will be able to participate in shareholders' meetings
Granting shareholders the right to propose an agenda of the annual general shareholders’ meeting and director nominee in advance is considered as a part of the Company’s Good Corporate Governance with the purpose of equal and fair treatment of all shareholders. The Company has set up the criteria to authorize minority shareholders to propose the agenda and director nominees prior to the meeting which it will ensure that the agenda will be delicately selected and truly beneficial to the company.
2. Qualifications’ shareholder
The shareholders, who wish to propose the agenda or director nominee must possess the following qualifications:
2.1 Being the shareholder of the Company at the date proposing agenda or director nominee either for individually or collectively;
2.2 Representing, either individual or collective, shareholding of not less than 1% of the Company's total shares (or shareholding of not less than 2 million shares)
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, regulation of government agencies or other governing agencies or not complied with the objective, the article of association, the shareholders’ resolution, the good corporate governance of the company.
2) The proposal is beyond the company’s authority to produce the purposed result.
3) The proposal that is beneficial for specific person or group.
4) The proposal that is regular business operation and the proposer’s reference does not indicate any irregularity.
5) The proposal was submitted to the shareholders’ meeting for its consideration within the previous twelve months and received the supporting votes of less than ten percent of the total number of the voting right of the Company, unless the fact pertaining in the resubmission has significantly changed from that of the previous shareholders’ meeting.
6) The Proposal that is the power and authority of the board unless it causes the significant affect on the shareholder in general.
7) The proposal that the company has already operated.
8) The proposal that information or document shareholders provided is incomplete or incorrect or out of time, those who are able to contact.
9) The proposal that the shareholders are not fully qualified according to the criteria
3.2 Consideration Procedure
1) The shareholder who possesses qualification according to no. 2 of the criteria must submit the form of proposed AGM Agenda to the Board or send the proposal unofficially via facsimile at 00-000-0000 or through company secretary’s e-mail Address at Xxxxxxxxx@xx.xx.xx before sending the original to the Board.
In this regard, the original with the shareholder’s signature, the evidence of share held, namely the certified letter of the securities company or other evidence of the Thailand Securities Depository Co., Ltd. Or the stock Exchange of Thailand, together with support document beneficial for board consideration (if any) must be delivered to the company within 30th December 2020 in address as below:
Company Secretary
Global connections Public Company Limited 00/0 Xxx 0 Xxxxxxxx Xx., Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxxxx 00000 Xxxxxxxx
2) In case many shareholders have unified to propose agenda to the Board, the first shareholder must fill the form of proposed AGM Agenda completely and affix their names as evidence. The rest of shareholders must fill part (1) and (2) of the form of proposed AGM Agenda completely and affix their name as evidence separately then gather each of those the form of proposed AGM Agenda, the evidence of share held, and support documents (if any) together into one set propose to the Board.
3) In case one or more than one shareholders propose more than one agenda, the shareholders must fill the form of proposed AGM Agenda separately (one form per one agenda).
4) In case the information shareholders provided is incomplete or incorrect, the company secretary will notify the shareholders within 15th January 2021. If the shareholder fails to correct and submit the original to the company within 22nd January 2021 the company secretary will notify the shareholders the proposal is excluded.
5) The Proposal approved by the Board along with the Board of Directors’ opinion will be included in the Agenda of the AGM notice. For the proposal disapproved by the board, the company will inform the shareholders with reason of the Board’s refusal in AGM.
4 The Nomination of the Director
4.1 Director Qualification
1) Having the qualification according to the public company Act, and the good corporate governance of the company and being knowledgeable, capable independent, dedicated, and be able to perform director’s duties with care and loyally. Nominees should attend the Directors’ meeting regularly, study meeting agendas in advance.
2) Having the skill of industry knowledge
3) Should not serve too many board positions
4.2 Consideration Procedure
1) The shareholder who possesses qualification according to no. 2 of the criteria must submit the form of nominating director to the Board or send the proposal unofficially via facsimile at 00-000-0000 or through company secretary’s e-mail Address at Xxxxxxxxx@xx.xx.xx before sending the original to the Board.
In this regard, the original with the shareholder’s signature must be delivered to the company within 30th December 2020 with the following document
1.1) The evidence of share held, namely the certified letter of the securities company or other evidence of the Thailand Securities Depository Co., Ltd. Or the stock Exchange of Thailand.
1.2) The evidence of nominee’s consent
1.3) Support document of candidate’s qualification including the education and work experience.
1.4) Other support documents beneficial for board consideration
2) In case many shareholders have unified to nominate director to the Board, the first shareholder must fill the form of proposed nominee completely and affix their names as evidence. The rest of shareholders must fill part (1) and
(2) of the form of proposed nominee completely and affix their name as evidence separately then gather each of those the form of proposed nominee, the evidence of share held, and support documents (if any) together into one set propose to the Board.
3) In case one or more than one shareholders nominate more than one director, the shareholders must fill the form of proposed nominee separately (one form per one director).
4) In case the information provided are incomplete, the company secretary will notify the shareholders within 15th January 2021. If the shareholder fails to correct and submit the original to the company within 22nd January 2021 the company secretary will notify the shareholders the proposal is excluded.
5) The Nomination and Remuneration Committee will consider the candidate’s qualification to propose to the Board unless the board or the Nomination and Remuneration Committee say otherwise.
6) The name of nominee approved by the Board along with the Board of Directors’ opinion will be included in the Agenda of the AGM notice. For the proposal disapproved by the Nomination and Remuneration Committee or the Board, the company will inform the shareholders with reason of the Board’s refusal in the AGM.
The form of proposed AGM Agenda
(1) I am (Mr./Mrs./Miss).......................................................................................................... , being a
shareholder of the Global Connections Public Company Limited, a total of
...............................shares, as equal percent
residing at........................................... Road.......................................... District.............................................
Province........................................... Mobile Phone Number ...............................
Home/Office Phone................................................... E-mail address (if any)..................................................
(2) I would like to propose the agenda of the Annual General Shareholders, Meeting of the year 2021.
Subject ......................................................................................................................................................................
Objective: [ ] For consideration [ ] For Approval[ ] For Acknowledgement
(3) Proposal has support information beneficial for consideration (such as fact or reason etc.)...................................................................................................................................................................
....................................................................................................................................................................................................................................
.............................................................................................................................................................................................
And other support documents (if any) have been enclosed and certified true copy at every page, pages in total.
I certify that all information written in this Form, the evidence of share’s held, the evidence of consent and other support documents are correct and affix the name as evidence below.
........................................................... shareholder’s signature
(.........................................................)
Date................................................
Remark The shareholders must enclose the personal documents with the form of proposed AGM Agenda as follows
1. Documents evidencing his/her share(s) i.e. the certificate of shares’ held from securities company or other similar documents from the Thailand Securities Depository Co., ltd or the Stock Exchange of Thailand,
2. Personal documents i.e., in case the shareholder is a person, a certified true copy of identification card or passport (in case of foreign shareholder) and in case the shareholder is a juristic person, a certified copy of certificate of commercial registration, together with a certified true copy of the authorized director’s, who has sign this form, identification cards or passports (in case of the foreign authorized director).
3. If a shareholder has his/her title, name or surname changed, a copy of evidence of those changes must be enclosed and certified true copy.
Form for Proposing Nominee in Advance
For The Shareholders’ Annual General Meeting 2021
(1) I am (Mr./Mrs./Miss) .................................................................................................................., being a
Shareholder of Global Connections Public Company Limited, a total of
..............................................share, as equal percent
residing at .......................................... Road ......................................... District….......................................................
Province…............................................................. Mobile Phone Number .....................................................
Home/Office Phone ................................ E-mail address ( if any).....................................................................
(2) I Would like to nominate (Mr./Mrs./Miss) ...........................................................................
Age ………Who is fully qualified in accordance with the criteria of the Company to be the director. The nominee has been signed below as the evidence of consent. The signed copy of identification card, curriculum vitae of the nominee, list of companies he/she has participated in the management of in the board, number of shares held in the Company, conflict of interest with the Company and its subsidiaries/affiliates of the Company or juristic persons which may have conflict of interest, contact address and other support documents (If any) have been enclosed and certified true copy at every page, Pages in total.
I certify that all information written in this Form, the evidence of shares’ held, the evidence of consent and other support documents are correct and affix the name as evidence below.
....................................................... Shareholders’ Signature
(.......................................................)
Date..................................................
I am (Mr./ Mrs./Miss) , the director nominee in (2),
consent and certify that the qualification and other documents (if any) in (2) is correct, agree to adhere to the Good Corporate Governance of the company, and affix the name as evidence below.
...................................................... Nominee’s Signature
(.......................................................)
Date..................................................
Remarks
1. Shareholders must enclose the evidence of shares’ held such as the certificate of shares’ held from Securities Company or other similar documents from the Thailand Securities Depository Co., ltd or the Stock Exchange of Thailand.
2. Identification evidence such as signed copy of identification card or passport (in case of foreigner) for ordinary person shareholding, or signed copy of juristic person certificate and signed copy of identification card or passport (in case of foreigner) of the authorized director for the juristic person shareholder who signed in the Director Nomination Form.
3. If shareholder or director nominee has his/her title, name or surname changed, a copy of evidence of those changes must be enclosed and certified true copy.