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Criteria for Minority Shareholders' proposal for Board of Director considered as an agenda
at the 2013 Annual General Shareholders Meeting
Objective

LH Financial Group Pcl. realizes that all shareholders are important and have an equal rights under the principles of good corporate governance and to encourage minority shareholders participation in ordinary shareholders meeting. Therefore, The company allows shareholders to propose any important issues which could benefit for the company as agendas of Annual General Meeting of Shareholders, including proposed nominations of qualified individuals to be elected as Directors and Questions in advance to the following criteria.

1. Submission Period

Since 1 October - 31 December 2012

2. The Qualifications of shareholders
3. Submission Channels

1.1 The shareholders ,qualified in accordance with Article no. 2, are allowed to propose issues to be on the agenda at the meeting by filling out the form "2013 Annual General Shareholders Meeting Agenda Proposal Form" (Form A) with complete and sign.

Click here to propose AGM agenda before fill form A

In case that a several shareholders propose an agenda, each individual shareholder has to fill out Form A and sign their names as evidence separately and the form should be gathered into one set.

1.2 Prepare the supplementary documents, as required, with Form A, as following;

  • (A) Evidence of being continuously Shareholder, including the certificate from a securities broker or other evidence from the Thailand Securities Depository Company Limited or the Stock Exchange of Thailand.
  • (B) Evidence of Identification
    • In case that the shareholder is an individual, the shareholder have to attach a copy of valid National ID card or passport (in case of non-residents) and sign their names as evidence.
    • In case that the shareholder is a juristic person, The shareholder have to attach a copy of the company's affidavit issued by Department of Business Development, Ministry of Commerce or other related agencies, and copy of valid National ID card or passport (in case of non-residents) of authorized signatories, attached with certifying signatures of the authorized signatories in Form A.

1.3 Please submit an unofficial proposal via facsimile, namely Form A with the supplementary documents according to criteria No. 1.2 at 02-677-7223 or via E-mail presidentoffice@lhbank.co.th ; info@lhbank.co.th

The shareholder shall submit the original Form A attach with the supplementary documents according to criteria No. 1.2 to the Company within December 31, 2012 at the following address:

Company Secretary
LH Financial Group Pcl.
1 Q.House Lumpini, 5th Floor, South Sathon Rd.,
Sathon, Bangkok, 10120

1.4 Condition of consideration the proposal that will not be placed on the Agenda

To ensure an effective meeting, the company reserves the right not to include the following issues at the meeting.

  1. 1. An issues that against the law, regulations, rules, and regulations of the government agency or agencies that supervise the company or not in accordance with the regulations of the resolution of the shareholders at the company's corporate governance.
  2. An issues that proposed by the shareholders who are not fulfill the qualified, or does not provide adequate documentation, or proposals and offered within the specified period.
  3. An issues relating to the normal business operations
  4. An issues beyond the control of the company
  5. An issues that the shareholders have proposed for consideration during the last 12 months which received less than 10% of the total votes of shareholder attending the meeting and entitled to vote and for which the essence of the issue has not significantly changed.
  6. Any others cases which the Board of Directors has considered that it is not necessary to propose on the agenda with an appropriate reasons that can be explain to the shareholders to understand.

1.5 Consideration Process

  1. The Company Secretary shall initially consider the proposal issues before submit to the Board of Directors Meeting. In case the information provided are incomplete or incorrect, the Company Secretary will inform the shareholders within January 15, 2013 to correct and submit the original to the Company within January 25, 2013. If the shareholder fails to correct, the Company Secretary will inform the shareholders the proposal is excluded.
  2. The Board of Directors will consider the proposed issues which the Company secretary initially consider in the Board of Directors' Meeting to consider as an agenda
  3. An approved proposal by the Board of Directors will be placed on the agenda and the company will specify in an invitation letter that the issue proposed by Shareholders.
  4. The he disapproved proposal by the Board of Directors, the company will instantly inform the shareholders through the Company's website at www.lhfg.co.th or other appropriate channel within March, 2013.

2.1 The shareholder who are qualified in accordance with criteria no.2 is allowed to propose a qualified candidates by filling out the form Nomination of Qualified Candidates for Director Election in 2013 Annual General Meeting Form" (Form B) and sign their names as evidence. The candidate shall have the qualification according to related laws, namely the Financial Institution Businesses Act B.E. 2551, the Securities and Exchange Act B.E.2535, the Public Limited Companies Act B.E.2535, and others related laws and regulations and have been amended.

Click Here to propose candidate as director before fill Form B and Form C

In case that several shareholders propose the qualified candidates, each individual shareholder must fill out Form B sign their names as evidence separately. Then the form should be gathered into one set.

The qualified candidate who has nominated to be elected as Directors shall fill out "Bio-data of Candidate for Director Election in 2013 Annual General Meeting Form" (Form C) and sign their names as evidence. Then submit with the supplementary documents according to criteria no. 5.2(C).

2.2 Prepare the supplementary documents, as required, with Form B and Form C, as following;

  • (A) Evidence of being continuously Shareholder, including the certificate from a securities broker or other evidence from the Thailand Securities Depository Company Limited or the Stock Exchange of Thailand.
  • (B) Evidence of Identification;
    • In case that the shareholder is an individual, the shareholder have to attach a copy of valid National ID card or passport (in case of non-residents) and sign their names as evidence.
    • In case that the shareholder is a juristic person, The shareholder have to attach a copy of the company's affidavit issued by Department of Business Development, Ministry of Commerce or other related agencies, and copy of valid National ID card or passport (in case of non-residents) of authorized signatories, attached with certifying signatures of the authorized signatories in Form A.
  • (C) An evidence of qualified candidates with their signature as evidence, namely;
    • a copy of valid National ID card
    • a copy of house registration
    • an educational records/Certificates
    • an evidence of tax payment of the previous year
    • a reference letter from a latest company
    • a reference letter from all company which take the position of
    • a copy of passport (for foreigners)
    • a reference letter or other document from financial institution or credit information company or credit bureau or other related agency to warrant that is not defined as sub-standard borrower, doubtful, doubtful of loss or loss.

2.3 Send an unofficial proposal via facsimile, namely Form A with the supplementary documents according to criteria No. 2.2 at 02-677-7223 or through E-mail presidentoffice@lhbank.co.th , info@lhbank.co.th

The shareholder shall submit the original Form A with the supplementary documents according to criteria No. 2.2 to the Company within December 31, 2012 to the following address:

Company Secretary
LH Financial Group Pcl.
1 Q.House Lumpini, 5th Floor, South Sathon Rd.,
Sathon, Bangkok, 10120

2.4 Terms of consideration an individual who have been nominated to be qualified under the rules of regulatory agencies and related law are involved

  • (1) the Securities and Exchange Act B.E.2535 and the revision (B.E.2551)
  • (2) the Public Limited Companies Act B.E.2535
  • (3) the Financial Institution Businesses Act B.E. 2551
  • (4) Notification of the Securities and Exchange Commission
  • (5) The Bank of Thailand's Notification
  • (6) The Stock Exchange of Thailand's Notification
  • (7) Rules and Regulations of the Nomination and Remuneration Committee of the company

2.5 Consideration Process

  1. The Company Secretary shall initially consider the list of qualified candidates before proposed to the company's Nomination and Remuneration Committee. In case the information provided are incomplete or incorrect, the Company Secretary will notify the shareholders within January 15, 2013 to correct and submit the original to the Company within January 25, 2013. If the shareholder fails to correct, the Company Secretary will inform the shareholders the proposal is excluded.
  2. The Nomination and Remuneration Committee will consider individuals who have been nominated by shareholders according to the nomination process and propose the names and biographical information that is presented through a nomination process to the Board of Directors for consideration.
  3. The company's Board of Directors will consider candidates who have been nominated as directors that have been approved by the company's Nomination and Remuneration Committee to request for approval from the Bank of Thailand before list in the invitation letter of the 2013 AGM.
  • If the candidate has been approved by the Board of Directors and The Bank of Thailand, the company will listed the name in an invitation letter of the 2013 AGM.
  • If the candidate has not been approved by the Board of Directors and The Bank of Thailand, the Company will instantly inform the shareholders through the Company's website at www.lhfg.co.th or other appropriate channel within March, 2013.

3.1 The Shareholder is allowed to propose question before the meeting by filling out the form "2013 Annual General Shareholders Meeting Question Proposal Form" (Form D) and sign.

Click Here to propose question before fill Form D

3.2 The Shareholder is allowed to send the question proposal during October 1-December 31, 2555 via facsimile at 02-677-7223 or via E-mail presidentoffice@lhbank.co.th , info@lhbank.co.th or send mail to the following address;

Company Secretary
LH Financial Group Pcl.
1 Q.House Lumpini, 5th Floor, South Sathon Rd.,
Sathon, Bangkok, 10120

3.3 Consider Process

  1. Company Secretary shall review the questions which could benefit the company and shareholder before propose to the Board of Directors.
  2. The Board of Directors shall consider the question proposal which the Company secretary initially consider.
  3. The question approved by the Board of Directors shall be informed in the 2013 AGM.
  4. The question disapproved by the Board of Directors, the Company shall instantly inform the shareholders through the Company's website at www.lhfg.co.th or other appropriate channel within March, 2013.