Criteria for Minority Shareholders to propose AGM Agenda
  1. Objective
 

Minor Corporation Public Company Limited (“MINOR”, “the Company”) has a strong determination to the best practice of Corporate Governance. The Company therefore would like to ensure that all shareholders are equitably treated.

To grant the minority shareholders to propose an agenda of annual general shareholders’ meeting in advance is considered as a part of the Company' s good Corporate Governance with the purpose of equitable and fairness treatment of all shareholders. For clarity and transparency of the procedures and approaches for consideration, the Company has determined the criteria to authorize minority shareholders to propose the agenda prior to the meeting in order to ensure that the agenda will be properly selected and truly beneficial the Company and attain the highest benefits the shareholders.
   
  2. The Qualification of Shareholder
 

The shareholders who wish to propose the agenda or director nominee must possess qualifications according to the criteria as follows:
 
  1 Being the shareholder of the Company which can be either one shareholder or combined shareholders.
  2 Holding minimum shares not less than 1.0 % of total shares
  3 Must have continuously held those shares in 2.2 for at least 6 months by the date the shareholder proposes the agenda or director nominee.
   
  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 corporate governance practice 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 related to normal business practices of the Company and claims by shareholders do not illustrate a rational suspicion of irregularities.
  5 The proposal that is beyond the control of the Company.
  6 The proposal that the shareholders already proposed in shareholders’ meeting within the past three years and were supported by less than 10% of total voting shares, provided that the facts of said matter have not yet changed significantly.
  7 The proposal that the information shareholders provided is incomplete or incorrect.
  8 The proposal that the shareholders are not fully qualified according to the criteria no. 2
  9 Other proposal that the Board deems unnecessary to place on the agenda.
  3.2   Consideration Procedure
 
  1

The shareholder who possesses qualification according to no. 2 of the criteria must submit the form of AGM Agenda Proposal to the Board or send the proposal unofficially via facsimile at 0-2381-5137 or Corporate Secretary’s email address at CorporateSecretary@minornet.com before sending the original to the Board. In this regard, the original with the shareholder’s signature, the evidence of shares’ held, namely the certified letter of the securities company or other evidences of the Stock Exchange of Thailand must be delivered to the Company within 31st January 2007 in order to allow the Board for adequate consideration.

An original official Proposal Form and other documents shall be sent to:

The Board of Directors
Minor Corporation Public Company Limited
17th Floor, 99 Berli Jucker House
Soi Rubia, Sukhumvit 42
Prakhanong, Bangkok 10110
 
  2 In case many shareholders have unified to propose agenda to the Board, the rest of shareholders must affix their name as evidence, the evidence of shares’ held, and support documents (if any) together into one set to propose to the Board.
  3

In case one or more than one shareholders propose more than one agenda, the shareholders must fill Proposal Form separately (one Form per one agenda).
  4 The Corporate Secretary will initially review the proposal for the Board as below:
   
  1 In case the information provided are incomplete or incorrect, the Corporate Secretary will notify the shareholders within the 10th day of February. If the shareholder fails to correct and submit the original to the Company within the 20th day of February (In case of holiday, it will be postponed to the official date before the holiday), the Corporate Secretary will notify the shareholders the proposal is excluded.
  2 In case the shareholders are not considered fully qualified according to the criteria no. 2, the Corporate Secretary will notify the shareholders that proposal is excluded within the 10th day of February.
  3 The proposal that is not related to (4.1) or (4.2), the Corporate Secretary will propose to the Board meeting in March 2007.
  5 The Board will consider the proposal according to the criteria no. 3 (1) – (9) unless the Board says otherwise.
  6 The Board may assign the Board committee to review respective agenda according to the committee charters before the final approval of the Board.
  7 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 instantly inform the shareholders with the reason of the Board’s refusal by official letter and through the Company’s website.
   
 

4. Shareholder Contact
 

Should the shareholders have any queries, the shareholders may contact
Ms.Duangkamon Phisarn
Corporate Secretary
Telephone No.023815151 ext.1304
E-mail address: CorporateSecretary@minornet.com
   
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