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Criteria of Granting Rights to the Minority Shareholders for Proposing Agendas to the Board of Director Considered as An Agenda for the 2016 Annual General Meeting of Shareholders
Objective

LH Financial Group Public Company Limited realizes that all shareholders are important and have equal rights under the principles of good corporate governance and the company so has the policy supporting the minority shareholders to participate the Annual General Meeting of Shareholders. Therefore, The company allows shareholders to propose issues which could be advantageous to the company as agendas of Annual General Meeting of Shareholders, namely:

1. Submission Period

During October 1 to December 31, 2015

2. The Qualifications of Shareholders
3. Submission Channels

1.1 The shareholders, qualified in accordance with Article No. 2, are could propose issues to be an agenda at the meeting by completely filling the form "Agenda Proposal of the 2016 Annual General Meeting of Shareholders Form" (Form A) and affix their names as evidence.

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 completely and affix their names as evidence separately and the form should be gathered into one set.

1.2 Preparing the supplementary documents, as required, with Form A, as following:

  • (A) Evidence of being continuously shareholder, namely a share certificate, a certificate from a securities company or evidences from the Thailand Securities Depository Company Limited.
  • (B) Evidence of Identification
    • In case that the shareholder is an ordinary person, the shareholder has to attach a copy of valid identification card or a copy of valid passport (in case of foreigner) with certified true copy.
    • 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 a copy of valid identification card or a copy of valid passport (in case of foreigner) of authorized directors who signed Form A with certified true copy.

1.3 Please submit an unofficial proposal via facsimile, namely Form A with the supplementary documents according to criteria No. 1.2 via facsimile number 0-2677-7223 or via e-mail presidentoffice@lhbank.co.th.

The shareholder must submit the original Form A attach with the supplementary documents according to criteria No. 1.2 to the company within December 31, 2015 to the following address:

The company secretary
LH Financial Group Public Company Limited
1 Q. House Lumpini, 5th Floor, South Sathon Road,
Sathon, Bangkok, 10120

1.4 Condition of consideration the proposal that will not be considered as agendas

To ensure an effective meeting, the company reserves the right to exclude the following issues as agenda.

  1. An issue that against the laws, announcements, regulations, rules, and regulations of the government agency or supervisory agency, or not in accordance with objectives, regulations, resolutions of the shareholders meeting and good corporate governance of the company.
  2. An issue that proposed by the shareholders who are not qualified, or provide inadequate documentation, or unable to propose within the specified period.
  3. An issue related to the normal business operations.
  4. An issue beyond the authority of the company to proceed for accomplishing the purpose as intended.
  5. An issue that the shareholders have previously proposed to the shareholder meeting during the last 12 months but approved by less than 10 percent of the total votes of shareholder who attended the meeting and entitled to vote, whereby the facts of the issue has not significantly changed.
  6. Any other cases which the Board of Directors has considered that are not necessary to propose as agenda where the Board of Directors can explain to the shareholders as to such unnecessary.

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 provided information is incomplete or incorrect, the company secretary will inform the shareholders within January 15, 2016 to correct and submit the original to the company within January 22, 2016. 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 had initially considered, in the Board of Directors' Meeting to consider as an agenda.
  3. An approved proposal by the Board of Directors will incorporate as meeting agendas in an invitation letter and specify as the issue proposed by shareholders.
  4. The 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 2016.

2.1 The shareholder who are qualified in accordance with criteria No. 2 could to propose a qualified candidates by completely filling out the form "Nominating Persons to Be Elected as the Company Directors of 2016 Annual General Meeting of Shareholders Form" (Form B) and affix their name as evidence. The nominated person must 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 including others related laws, related announcement and amendment of such related laws.

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

In case that several shareholders nominate the person, each individual shareholder must fill out Form B and affix their names as evidence separately. Then the form should be gathered into one set.

The person was nominated to be elected as Directors must completely fill out "Personal Profile of Nominating Persons to Be Elected as the Company Directors of 2016 Annual General Meeting of Shareholders Form" (Form C) and affix their name as evidence. Then submit with the supplementary documents according to criteria No. 2.2 (C).

2.2 Preparing the supplementary documents, as required, with Form B and Form C, as follows:

  • (A) Evidence of being continuously Shareholder, namely a share certificate, a certificate from a securities company or evidences from the Thailand Securities Depository Company Limited.
  • (B) Evidence of Identification;
    • In case that the shareholder is an ordinary person, the shareholder has to attach a copy of valid identification card or a copy of valid passport (in case of foreigner) with certified true copy.
    • 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 a copy of valid identification card or a copy of valid passport (in case of foreigner) of authorized directors who signed Form B with certified true copy.
  • (C) Supporting documents of nominated person with certified true copy, namely:
    • A copy of valid national identification card;
    • A copy of house registration;
    • A copy of educational records / certificates;
    • A copy of evidence of tax payment of the previous year;
    • A reference letter from the previous company;
    • A copy of the juristic certificate from the present company where serving the position;
    • A copy of valid passport (for foreigners); and
    • A reference letter or other document from financial institution or credit bureau company to assure that person is not defined as sub-standard borrower, doubtful, doubtful of loss or loss including other support documents beneficial for consideration.

2.3 Submit an unofficial document via facsimile, namely Form B and Form C with the supplementary documents according to criteria No. 2.2 to facsimile number 0-2677-7223 or through e-mail presidentoffice@lhbank.co.th.

The shareholder must submit the original Form B and Form C with the supplementary documents according to criteria No. 2.2 to the Company within December 31, 2015 to the following address:

The company secretary
LH Financial Group Public Company Limited
1 Q. House Lumpini, 5th Floor, South Sathon Road,
Sathon, Bangkok, 10120

2.4 Conditions of consideration the nominated person must have full qualification according to the regulations of the company's regulators and related laws are as follows.

  • (1) the Securities and Exchange Act B.E. 2535 and its Amendment
  • (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) Notification of Capital Market Supervisory Board
  • (6) The Bank of Thailand's Notification
  • (7) The Stock Exchange of Thailand's Notification
  • (8) Rules and Regulations of the company's Nomination and Remuneration Committee

2.5 Consideration process

  1. The company secretary shall initially consider the list of nominated persons 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, 2016 to correct and submit the original to the company within January 22, 2016. If the shareholder fails to correct, the company secretary will inform the shareholders the proposal is excluded.
  2. The company's Nomination and Remuneration Committee will consider the person nominated by shareholders according to the director nomination process and propose their names with personal profile that is presented through a nomination process to the Board of Directors for consideration.
  3. The company's Board of Directors will consider the nominated persons as directors who have been approved by the company's Nomination and Remuneration Committee to request for approval from the Bank of Thailand before mention their name in the invitation letter of the 2016 Annual General Meeting of Shareholders.
  • If the nominated person has been approved by the Board of Directors and The Bank of Thailand, the company will mention their name in an invitation letter of the 2016 Annual General Meeting of Shareholders.
  • If the nominated person 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 2016.

3.1 The Shareholders, who are fully qualified, could to propose questions in advance by completely filling the form "Question Proposal in Advance of 2016 Annual General Meeting of Shareholders Form" (Form D) and affix their signature.

Click Here to propose question before fill Form D

3.2 Submit unofficial documents via facsimile, namely Form D with the supplementary documents according to criteria No. 1.2 to facsimile number 0-2677-7223 or through e-mail presidentoffice@lhbank.co.th.

The shareholder must submit the original Form D with the supplementary documents according to criteria No. 1.2 to the company within December 31, 2015 to the following address:

The company secretary
LH Financial Group Public Company Limited
1 Q. House Lumpini, 5th Floor, South Sathon Road,
Sathon, Bangkok, 10120

3.3 Consideration process

  1. The company secretary shall collect and initially consider the questions which could be advantageous to the company and shareholders before propose to the Board of Directors for consideration.
  2. The Board of Directors will consider the question proposal which the company secretary had initially considered.
  3. If the questions have been approved by the Board of Directors, it must be explained in the 2016 Annual General Meeting of Shareholders.
  4. If the questions have been disapproved by the Board of Directors for the 2016 Annual General Meeting of Shareholders, the company will instantly inform the shareholders through the company's website at www.lhfg.co.th or other appropriate channel within March 2016.