The criteria for shareholders to propose agenda in advance and/or nominate candidates to be elected as Directors at the 2024 Annual General Meeting of Shareholder

The criteria for shareholders to propose agenda in advance and/or nominate candidates to be elected as Directors
at the 2024 Annual General Meeting of Shareholder

1. Objectives

Qualitech Public Company Limited (The “Company”) realizes the rights and equitable treatments to all shareholders and the practice of Good Corporate Governance. The Company therefore would like to invite shareholders to participate in proposing agenda in advance and/or candidates to be elected as directors in advance for the 2024 Annual General Meeting of Shareholder by following company’s criteria.

2. Qualification of shareholders

Shareholders who wish to propose agenda and/or candidates to be elected as directors must possess the following qualifications:

1. Being a shareholder or group of shareholders with holding not less than 5 percent of total voting rights of the Company.

2. Holding the shares at least 12 months continually prior to the date of proposing agenda and/or candidates to be elected as Company Directors.

3. The related documents

3.1. The evidence of shares holding such as share certificate, certificate of shareholding from securities company or Thailand Securities Depository Co., Ltd. If it is a copy, it must be certified as true and correct.

3.2. Shareholder identification

– In case of Individual shareholder
A certified copy of the shareholder valid Identification Card or Passport (for foreigners) of the authorized signature. 

– In case of Juristic Person
A certified copy of juristic person certificate within 6 months and a certified copy valid Identification Card or Passport (for foreigners) of the authorized signature.

4. The criteria for proposing agenda

4.1. Process for proposing agenda

1. Completely fill in and sign the Agenda Proposal Form (Form A) and attach required documents as stated above.

2. In case a group of shareholders wishes to propose agenda, each shareholder must individually fill in and sign Form A. All documents should be gathered into one set and identified one person to be contact person with the Company.

3. In case a shareholder or group of shareholders would like to propose more than 1 agenda, each shareholder individually fill in and sign Form A, one set of documents for one agenda. All documents should be gathered into one set and identify one person to be the contact person with the Company.

4.2. The proposal that will not be placed on the Agenda

1. Proposal proposed by shareholders who are not qualified as stipulated in [2], unable to provide complete and correct information and evidence, or not able to propose on the time set forth.

2. Proposal that deals with the matter in the ordinary cause of business of the Company and the information referred to by the shareholder(s) does not indicate any irregularity.

3. Proposal that is beyond authority of the Company to conduct in order to meet the expected outcome.

4. Proposal that have been previously proposed to Annual General Meeting of Shareholder during the past 12 months and were supported by less than ten percent of total voting rights of the Company. It is exceptional if the facts in the latter proposals are changed significantly from the previous one.

5. Proposal that violates to the laws, notifications, regulations, rules and procedure of government or authority or proposal that is not corresponding to the company objective, Articles of Association, resolutions of Shareholder Meeting and the principles of Good Corporate Governance.

6. Proposal that the Company has already been operated. 

7. Other matters, which are corresponding to notification of Capital Market Supervisory Board.

4.3. Procedure

1. The Company’s secretary will initially review the proposal. If the information and documentation are complete, the Company’s secretary will propose to Board of Directors for consideration. The Board of Directors judgment is final.

2. The approved proposal will be contained in agenda of the 2024 Annual General Meeting of Shareholder and published in the Notice of the Annual General Meeting of Shareholder including the Directors’ opinion.

3. For disapproved proposal, The Company will inform in the agenda for acknowledgement in Annual General Meeting of Shareholder including reasons.

5. The criteria for nominating candidate to be Company’s Director

5.1. The process for proposing candidate

Shareholders who possess all qualifications compliance with the mentioned principle can propose candidate to be considered for election as Company’s Director by proceeding as follows:

1. Completely fill in and sign the Candidate Nomination Form (Form B.) with signature and attach the required documents for consideration such as I.D Card or passport (for foreigners) and House Registration, educational certificate and the present working document or the latest with certification true and correct. In case of nomination more than 1 person, fill in the one form per one person.
2. In case of more than one shareholder want to nominate person to be elected as company’s director, each shareholder must individually fill in and sign Form B. All documents should be gathered into one set and identify one person to be the contact person with the Company.
3. In case a shareholder or group of shareholders want to nominate more than one person to be elected as company director, each shareholder must fill in Form B, 1 set per one candidate and sign signature documents. All documents should be gathered into one set.

5.2. Qualifications of Directors/Independent Directors

1. Be qualified and possess none of the characteristics prohibited under Act and the related Notification.

2. Be knowledgeable, capable and possess a variety of skills and working experiences that are beneficial to the Company.

3. Be capable of providing leadership, vision, ethic and being independent in making decision for the best interest of the Company and shareholders, and able to knowledge, capability and experiences for the business conduct and is truly interested in Company’s business.

5.3. Procedure

1. The Company’s secretary will initially review and screen the nominations. If the information and documentation are complete, the Company’s secretary will propose to the Board of Directors for consideration. The Board of Directors judgment is deemed the matter comes to an end.

2. The approved person will be proposed in the agenda of Director Election in the 2024 Annual General Meeting of Shareholder and published in the Notice of Annual General Meeting of Shareholder including the Directors’ opinion. 

3. For disapproved person, the Company will inform in the Annual General Meeting of Shareholder including reasons.

6. Channels for submitting the proposal

Shareholder can submit the proposal through channels as follows:

6.1. Submit documents and supporting evidence with handwritten signatures for Board of Directors’ consideration via registered mail to the following address:

Miss Kunlanit Sarapab (Director)
Qualitech Public Company Limited
21/3 Banplong Road, Maptaphut,
Muang, Rayong 21150

6.2. For further information required, please call Tel.038 691 408-10 # 2401

7. The submission period

Shareholder can submit the proposal during October 1, 2023 to December 31, 2023 based on postmarked date on the envelope.