Criteria for Shareholders to Propose AGM Agenda Items

  1. Objective
 

1.1 To ensure equitable and fair treatment of all shareholders
1.2 To grant minority shareholders the opportunity to propose agenda items in advance of the Annual General Meeting
1.3 To establish transparent processes and procedures for aforementioned proposals from shareholders
1.4 To ensure that the agenda will be properly selected to achieve the highest benefits to the shareholders of the Company
   
  2. The Qualifications of Shareholders who can propose AGM Agenda Items     
 

 
 
  1 Being Shareholders of the Company, representing one or more shareholders, and.
  2 Holding minimum shares not less than 1.0 % of issued and paid up shares
  3 Having held those shares in 2.2 for at least 6 months as of the date the shareholder proposes the agenda items.
   
  3. Proposal of the Agenda
  3.1    Criteria for the Agenda Proposals that will not be accepted
 
  1 Agenda proposals that violates the law, rules, regulations of government       agencies or other governing agencies, the objectives, the Articles of Association, the shareholders’ resolution, Company’s corporate governance practices
  2 Agenda proposals that is beneficial only to a specific person or group
  3 Agenda proposals touching on mattes that are within the authority of the Board. But this by no way discourages shareholders from offering constructive suggestions.
  4 Agenda proposals that concern normal business practices of the Company, unless there is a strong indication of irregularity.
  5 Agenda proposals for the Company to take action which is beyond the power or control of the Company
  6 Agenda proposals that shareholders had proposed at a shareholders’ meeting that took place within the past three years, that were supported by less than 10% of the total voting shares, unless the circumstances surrounding the said matter have significantly changed.
  7 The proposal that the information shareholders provided is incomplete or incorrect.
  8 Agenda proposals from shareholders not fully qualified according to  criteria No. 2
  9 Agenda proposals that the Board deems irresponsible or unconstructive.
  3.2   Consideration Procedures
 
  1 Qualified shareholders as defined in No.2 may submit an advance copy of the  AGM Agenda Proposal to the Board, or send the proposal unofficially via facsimile to 0-2381-5137, or to the Corporate Secretary’s email address at corp_secretary@minornet.com  before sending the original proposal to the Board. The original proposal bearing the shareholder’s signatures, accompanied by evidence of the shares’ held, namely, a certified letter of the securities company or other evidence from the Thailand Securities Depository Co., Ltd. (TSD) must be delivered to the Company by 5:00 pm, January 31, 2008, in order to allow the Board adequate time for consideration.

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

Corporate Secretary
Minor Corporation Public Company Limited
17th Floor, 99 Berli Jucker House
Soi Rubia, Sukhumvit 42
Prakanong, Bangkok 10110(Proposal for AGM Agenda)


 

  2 In the case that a group of shareholders have joined together to propose AGM agenda items to the Board, one shareholder must complete the AGM Agenda Proposal Form and sign the form.   The other shareholders will complete only Part A of the AGM Agenda Proposal Form, and all shareholders will sign the forms for evidence.  All forms, evidence of shares held, and all additional documents (if any) of all shareholders and documents required for consideration, will be consolidated into one information package for submission to the Board.
  3

In the case that one or more shareholders propose more than one agenda item, the shareholders must fill separate AGM Agenda Proposal Forms, and ensure that the supporting documents are certified as true copies.
  4
    The Corporate Secretary will screen the agenda proposals for the Board according to  the following criteria:
   
  1 In case the information provided is incomplete or incorrect, the Corporate Secretary will notify the shareholders by 5:00 pm, February 10, 2008. If the shareholders fail to correct the proposal and submit the original to the Company by 5:00 pm, February 20, 2008, the Corporate Secretary will notify the shareholders that the proposal will be excluded from the agenda of the AGM.
  2 In case the shareholders are not considered fully qualified according to criteria No. 2, the Corporate Secretary shall notify the shareholders by 5:00 pm, February 10, 2008, that the proposal is excluded.
  3 Agenda proposals that are not excluded under sections 3.2.4.1 or 3.2.4.2, will be forwarded to the Board by the Corporate Secretary.
  5 The Board will consider the agenda proposals as per criteria defined in   3.1
  6 The Board may assign specific Committees to review respective agenda proposals in accordance with established committee charters prior to final decision by the Board.
  7 The agenda proposals approved by the Board along with the Board opinions will be included in the Agenda of the AGM Notice. For the agenda proposals not approved by the Board, the Company will immediately communicate to the shareholders via official letter the reasons of the Board’s refusal.
   
 

4. Shareholder Contact
 

Should the shareholders have any queries, the shareholders may contact
Ms.Angkana Tepprasertwangsa
Corporate Secretary
Telephone No. 0-2365-7640
e-mail address: corp_secretary@minornet.com
   
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