THAICOM 
By Criteria for Minority Shareholders to Propose Agenda(s) and the Person(s) to be
Nominated as Director to the AGM
1. Qualification of Shareholders
1.1 Being the shareholder of the company which can be either one shareholder or combined shareholders.
1.2 Holding minimum shares of not less than one percent of the total voting shares of the
Company.
1.3 Must have continuously held the shares at least one year, by the date the shareholder proposes the agenda or a person to be nominated as director.
2.1.1 Proposals that violate the law, rules, regulations of government agencies or other governing agencies or do not comply with the objectives, articles of association, the shareholders' resolutions, or the good corporate governance of the Company.
2.1.2 Proposals those are beneficial for a specific person or group.
2.1.3 Proposals that are the power and authority of the board, unless it causes a significant affect on the shareholders in general.
2.1.4 Proposals that the Company has already operated.
2.1.5 Proposals that are beyond the control of the Company.
2.1.6 Proposals that the shareholders already proposed to the shareholders' meeting the previous year(s) and were supported by less than 10% of total voting shares, provided that the facts of the matter have not been changed significantly.
2.1.7 Proposals where the information shareholders provided is incomplete or incorrect, and those who are unable to be contacted.
2.1.8 Proposals where the shareholders are not fully qualified according to the criteria in no.1.
2.2.1 The shareholder who possesses the qualifications according to no.1 of the criteria, must submit the form for AGM Agenda Proposal, together with the evidence of share's held, namely the certifying letter of the securities company or other evidence from the Stock Exchange of Thailand or Thailand Securities Depositary Co., Ltd. to the Company or send the proposal unofficially via facsimile to 02-
591-0705 or through the corporate secretary's Email Address: comsec@thaicom.netbefore sending the original to the Company, received no later than December 31,
2013.
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The Corporate Secretary (Mrs. Yupapan Chatsirinoppakun) THAICOM Public Company Limited
41/103 Rattanathibet Road, Nonthaburi 11000, Thailand
2.2.2 In the case where many shareholders have combined to propose an agenda to the board, the first shareholders must complete the form to Propose AGM Agenda fully and affix their names as evidence. The rest of the shareholders must complete only part 1 and 2 of the forms and affix their names as evidence separately then gather each of those forms, evidence of shares' held, and other supporting documents (if any) together into one set to propose to the Board.
2.2.3 In the case where one or more than one shareholder proposes more than one agenda, the shareholder must fill the form separately. (One form per One Agenda)
2.2.4 The Corporate secretary will initially review the proposal for the Board. In the case where the information provided is incomplete or incorrect, the Secretary will notify the proposing shareholder(s). The shareholder(s) shall correct the proposal and re-submit it to reach the Corporate Secretary by December 31, 2013.
2.2.5 The board will consider the appropriateness of the proposal according to criteria no 2.1.1 - 2.1.8 unless the board considers otherwise. The proposal approved by the Board will be included in the Agenda of the AGM notice. For proposals disapproved by the Board, the Board will announce, as a matter to be informed, to all shareholders in the AGM.
3.1.1 Having the qualifications according to the Public Company Act, Securities and
Exchange Act, other relevant acts, and the Good CG Policy of the Company.
3.1.2 Being knowledgeable, capable, honest, good integrity; and carry out the business ethically, as well as having sufficient time to devote his (her) knowledge and capabilities for the Company.
3.1.3 The Director can be a director for other companies, as long as it does not encumber the performance of duties of being a director of the Company.
3.2.1 The shareholder who possesses qualifications according to no.1 of the criteria must submit the form of Directors Nomination and the form of Application for a Person to be Nominated as Director, together with the evidence of share's held, namely the certifying letter of the securities company, other evidence from the Stock Exchange of Thailand or Thailand Securities Depositary Co., Ltd. to the Company or send the proposal unofficially via facsimile to 02-591-0705 or through the corporate
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secretary's Email Address: comsec@thaicom.netbefore sending the original to the
Company, received no later than December 31, 2013.
The Corporate Secretary (Mrs. Yupapan Chatsirinoppakun) THAICOM Public Company Limited
41/103 Rattanathibet Road, Nonthaburi 11000, Thailand
3.2.2 In the case where many shareholders have combined to nominate a person to be as director to the board, the first shareholder must complete the form Directors Nomination Form fully and affix their names as evidence. The rest of the shareholders must complete only part 1 and 2 of the forms and affix their names as evidence separately then gather each of those forms, evidence of shares held, and other supporting documents (if any) together into one set to propose to the Board.
3.2.3 In the case where one or more than one shareholders nominate more than one person to be as a director, the shareholders must complete the form separately (One form per one agenda).
3.2.4 The Corporate secretary will initially review the proposal for the Nomination and Corporate Governance Committee (NCG). In the case where the information provided is incomplete or incorrect, the Secretary will notify the proposing shareholder(s). The shareholder(s) shall correct the proposal and re-submit it to reach the Corporate Secretary by December 31, 2013.
3.2.5 The Governance and Nomination Sub-Committee will consider the candidate's
qualifications to propose to the Board.
3.2.6 The name of the person to be nominated as director approved by the Board will be included in the agenda of the AGM notice. For names of the person to be nominated as director disapproved by the Board, the Board will announce them to all shareholders in the AGM.
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AGM Agenda Proposal Form
1. I am (Mr./Mrs./Miss/Ms.) ………………………………………………..…………………… , being the shareholder of THAICOM Public Company Limited, holding ……………... shares, residing at ………………………………. Road …………………………………………..… District ……………………………….…. Province …………………………………………. Zip code …………………………………. Country ………………………………………….. Tel. Fax ………………………………….. E-mail ……………………………………………
2. I would like to propose the agenda to the Annual General Shareholders' Meeting of the year 2014
Subject ……………………………………………………………….………………………….
3. Proposal for consideration ……………………………….……………………………………..
……………………………….……………………………….…………………………………
……………………………….……………………………….…………………………………
and provide supporting information beneficial for consideration (such as facts, reasons, etc.).
……………………………….……………………………….…………………………………
……………………………….……………………………….…………………………………
……………………………….……………………………….………………………………… and provide supporting documents (if any) enclosed and are certified a true copy at every page, …………………………….pages in total.
I certify that all information written in this form, the evidence of shares' held, and other
supporting documents are correct and affix the name as evidence below.
…………………………… Shareholder's Signature
(………………….……….. ) Date ………………….………..
Remarks
1. The shareholder shall enclose the evidence of shares held, such as the certificate of shares held from a securities company, other certificates from the Thailand Securities Depositary Co., Ltd., or the Stock Exchange of Thailand.
2. Personal documents, i.e.
(1) In the case where the shareholder is a person, a certified true copy of an identification card or passport (in the case of a foreign shareholder)
(2) In the case where the shareholder is a juristic person, a certified copy of certificate of commercial registration, together with a certified true copy of the authorized director, who has signed this form, identification card or passport (in the case of a foreign authorized director).
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Directors Nomination Form
1. I am (Mr./Mrs./Miss/Ms.) ………………………………………………..…………………… , being the shareholder of THAICOM Public Company Limited, holding ……………... shares, residing at ………………………………. Road …………………………………………..… District ……………………………….…. Province …………………………………………. Zip code …………………………………. Country ………………………………………….. Tel. Fax ………………………………….. E-mail ……………………………………………
2. I would like to nominate (Mr. /Mrs. /Miss/Ms.) ………………………………………………..
, who is fully qualified in accordance with the criteria of the Company to be the Director. The person to be nominated as director has signed below as the evidence of consent. The curriculum vitae of the person to be nominated as director and other supporting documents (if any) have been enclosed and certified a true copy at every page, ………… pages in total.
I certify that all information written in this form, the evidence of shares held, the evidence of consent and other supporting documents are correct. I also affix my name as evidence below.
…………………………… Shareholder's Signature
(………………….……….. ) Date ………………….…....
3. I am (Mr./Mrs./Miss/Ms.) ……………………………………… , the person to be nominated as director, consent and certify that I am fully qualified according to the criteria of the Company to be a Director and that other supporting documents are correct and affix the name as evidence below.
……………………… The Person to be nominated
as Director's signature
(………………….……….. ) Date ………………….…....
Remarks
1. The shareholder shall enclose the evidence of shares held, such as the certificate of shares held from a securities company, other certificates from the Thailand Securities Depositary Co., Ltd., or the Stock Exchange of Thailand.
2. Personal documents, i.e.
(1) In the case where the shareholder is a person, a certified true copy of an identification card or passport (in the case of a foreign shareholder)
(2) In the case where the shareholder is a juristic person, a certified copy of certificate of commercial registration, together with a certified true copy of the authorized director, who has signed this form, identification card or passport (in the case of a foreign authorized director).
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Application for a Person to be Nominated as Director
1. (Mr./Mrs./Miss/Ms.): ……………………………….…………………………………………..
2. Nationality: ……………………………………………………………………………………..
[ ] ID card
[ ] Passport (in the case of a foreign citizen)
No.: ……………………………………. Expiry date: ………………………………………..
(Please attach a copy of identification card or passport.)
3. Date of Birth: ……………………………….…………………………………………………..
4. Residing at ……………………………. Road ……………………………………………….
District ………………………………… Province ……………………………………………. Zip code ……………………………….. Country ……………………………………………. Tel. …………………………………….. Fax ………………………………………………… E-mail ………………………………….
5. Education
From - To | Institute | Graduate | Major |
6. Training / Seminar Course, organized by IOD
Training/Seminar course Year
[ ] Director Certification Program (DCP) ………………………………………... [ ] Director Accreditation Program (DAP) ………………………………………... [ ] Audit Committee Program (ACP) ………………………………………... [ ] The Role of Chairman (RCM) ………………………………………... [ ] Finance for Non-Finance Director (FN) ………………………………………... [ ] Others ………………………………………...
7. Work Experience
From - To | Company | Position | Type of Business |
8. Positions in other Listed Company's
Company | Position | % shares held |
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