Thai Union Group Public Company Limited (“the Company”) believes that the good corporate governance is an important to bring not only success to its business but also maximum benefits to its shareholders as well as fairness to all stakeholders, The Company facilitates shareholders in proposing, in advance of the 2019 Annual General Meeting schedule, the issue, as deemed appropriate, to be considered to include in the agenda of the Annual General Meeting (AGM), with reference to the criteria below.
1. Qualification of shareholder who will have the right to propose AGM agenda
Shareholders who would like to propose an item on the agenda must be the Company’s shareholder, with continuous holding of minimum shares in an amount of 0.05 percent of the Company’s issued shares either by one shareholder or several shareholders combined. In addition, shareholders must have held those shares continuously for at least 12 months by the date the shareholders propose the item on the agenda and must still be holding the shares on the date the AGM takes place.
2. Proposal of the agenda
The shareholders, fully qualified as in criteria No.1, can fill out the “Proposed Agenda for 2018 Annual General Meeting Form”, and submit it with other supplementary documents as required by the Company to the following address;
THAI UNION GROUP PUBLIC COMPANY LIMITED
979/12, 25th Floor, S.M.Tower, Phaholyothin Road,
Phayathai Sub-District, Phayathai District, Bangkok 10400
In case where several shareholders would jointly propose the agenda, each of them must fill out the “Proposed Agenda for 2019 Annual General Meeting Form”, and sign their names as evidence separately. Then the forms should be gathered into one set.
3. Period for receiving the Agenda Proposal
During Tuesday 11 September 2018 to Friday 25 January 2019
4. For an efficient AGM, the Company reserves its right not to include the following matters as the meeting agenda;
- 4.1 Matters relating to normal course of business of the Company.
- 4.2 Matters that are beyond authority of the Company.
- 4.3 Matters that shareholders already proposed in AGM within the past 12 months, and those under support by less than 10% of total voting shares, given that the factual events have not changed significantly.
- 4.4 Matters proposed by shareholders who are not qualified, or with incomplete, inadequate evidence documentation or after required timeline.
- 4.5 Matters unlike to benefit the Company.
- 4.6 Matters or evidence sufficed by shareholders is incomplete or untrue or ambiguous
- 4.7 Matters lying under management authority of the Company, except the ones causing material impacts on shareholders in general.
- 4.8 Matters that violates applicable laws, rules, regulations of the government agencies, or regulatory or involved agencies, or actions not in compliance with the objectives, Articles of Association, Statement of Business Conduct of the Company
- 4.9 Matters, as stipulated by laws, for consideration at AGM, which has been pursued regularly by the Company.
- 4.10 Matters already undertaken by the Company.
5. The above matters proposed by shareholders shall meet scrutiny by independent directors before further submission to the Board of Directors for consideration, and the Company will notify the Board’s consideration results after the Meeting scheduled. Any matters, under approval by the Board, will be included in the AGM agenda as attached in the Notice for 2019 AGM.