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    CPF   TH0101A10Z01

CHAROEN POKPHAND FOODS

(CPF)
  Report
End-of-day quote Stock Exchange of Thailand  -  2022-11-24
23.60 THB    0.00%
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Charoen Pokphand Foods : The Proposal of 2023 AGM Agenda and Candidate for Directorship

09/28/2022 | 07:06am EST

The proposal of an agenda for the Annual General Shareholders' Meeting for the Year 2023

and a qualified candidate for directorship of the Company

According to the Annual General Shareholders' Meeting for the Year 2023 ("AGM") of Charoen Pokphand Foods Public Company Limited (the "Company"), the Company would like to inform about shareholders' right to propose an agenda and a qualified candidate to be nominated for directorship of the Company for the AGM, with the criteria below.

  1. Qualification of the Shareholder
    Be the Company's shareholder, with continuously holding minimum shares of not less than 5% of total number of the voting rights either for one shareholder or combined shareholders, and has continuously held shares at least 12 months until the date the shareholder proposes an AGM agenda or a qualified candidate for directorship.
  2. Criteria for Proposing Matters to be Included as an AGM Agenda
    1. Matters that are beneficial to the Company, except
      1. Matter relating to normal business of the Company and the fact given by the shareholders does not indicate any reasonable ground to suspect irregularity of such matter
      2. Matter that is beyond authority of the Company
      3. Matter that shareholders already proposed in shareholders' meetings within the past 12 months and was supported by less than 10% of total number of the voting rights, provided that the facts of said matters have not yet changed significantly
      4. Matter that is incorrect or ambiguous
      5. Matter lying under management authority of the Company, except the ones causing material impacts on shareholders in general
      6. Matter that violates to the laws, rules, regulations of the government agencies or other regulatory bodies or is not complied with the objectives or articles of association of the Company
      7. Matter, as stipulated by laws, for AGM consideration, which has been pursued regularly by the Company
      8. Matter already undertaken by the Company
    2. Procedure to propose an AGM Agenda
      1. The shareholder who possesses qualifications according to Item 1 above must submit the complete "Proposed Agenda Form for Annual General Shareholders' Meeting for the Year 2023" ("Form A") within designated timeframe with his/her signature. In case many shareholders have unified to propose AGM agenda, each shareholder must fill in Form A and sign their names as evidence separately and gather into one set.
      2. The documents to be submitted along with Form A
        1. The evidence of shares held as of the proposal date, such as the certificate of shares held issued by securities companies or any other certificates from the Stock Exchange of Thailand ("SET") or Thailand Securities Depository Co., Ltd.
        2. Proof of identity documents
          In case shareholder is an individual
          • A copy of identity card/ government officer identity card/ driver's license/ passport or alien identity card, which has not expired, must be enclosed and certified true and correct by that shareholders.

In case shareholder is a juristic person;

  • A copy of the Certification Document backdated not more than three months, certified true and correct by an authorized person(s) of that juristic person, and

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    • A copy of identity card/ government officer identity card/ driver's license/ passport or alien identity card of the authorized person(s), which has not expired, must be enclosed and certified true and correct by that person(s).
  1. Submit Form A together with the required documents to the Company via csoffice@cpf.co.th. In addition, the original copy must be sent to the Company via registered mail within December 31, 2022 at the following address:-

Company Secretary Office

Charoen Pokphand Foods Public Company Limited 15th Floor C.P. Tower, 313 Silom Road, Silom, Bangrak, Bangkok 10500

The Company will consider the accuracy and completeness of Form A and the required documents prior to proposal for the Board's consideration. In the case that the proposed matters have been included in the AGM agenda, it will be remarked as "agenda from shareholders" in the notice to shareholders. In the event that the proposed matters are not approved by the Board of Directors, the Company will inform shareholders for acknowledgment and explain the reasons at the AGM.

3. Criteria for Nominating a Qualified Candidate for Directorship

  1. The shareholder who possesses qualifications according to Item 1 above shall nominate a candidate for directorship by submission of the complete "Nominated Qualified Candidate for Directorship Form" ("Form B") within designated timeframe with his/her signature. In case many shareholders have unified to propose a qualified candidate for directorship, each shareholder must fill in Form B and sign their names as evidence separately.
  2. The proposed candidate must submit the complete "Resume of Proposed Candidate for Directorship" ("Form C") with his/her signature together with the supporting document of candidate's qualification, i.e. a copy of identity card/ government officer identity card or passport, education and work experience (Curriculum Vitae).
  3. Submit the documents as mentioned in 2.2 (2).
  4. Submit Form B and Form C together with the required documents to the Company via csoffice@cpf.co.th. In addition, the original copy must be sent to the Company via registered mail within December 31, 2022 at the following address

Company Secretary Office

Charoen Pokphand Foods Public Company Limited 15th Floor C.P. Tower, 313 Silom Road, Silom, Bangrak, Bangkok 10500

The above nomination of a qualified candidate for directorship shall be considered by the Remuneration and Nominating Committee before further submission to the Board of Directors for consideration. In the case that the proposed candidates have been nominated for directorship positions, they will be remarked as "proposed by shareholders" in the notice to shareholders.

3.5 Any proposed candidate must have the qualifications and must not have any prohibited characteristics as follows:

  1. Not having any prohibited characteristics, as stipulated by the law governing public limited companies, securities and exchange, notifications of governing bodies, Corporate Governance and Sustainable Development Policy of the Company and other relevant regulations;
  2. Having knowledge and skill in the areas beneficial to the Company;
  3. Not serving as directors of more than five listed companies (including the Company);
  4. Not having been an employee or partner of an external auditing firm engaged by the Company during the past 2 years.

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Proposed Agenda Form for the Annual General Shareholders' Meeting for the Year 2023

(Form A)

(1) Name

……………………………………………….

Address

……………………………………………………………………….………..

……………………………………………………………………….………..

Telephone

………………………………………………

Facsimile

………………………………………………

(2) Number of shares held in CPF ……………………………… shares as of ...............................

(3) Proposed Agenda

……………………………………………………………………….………..

……………………………………………………………………….………..

Objectives

……………………………………………………………………….………..

……………………………………………………………………….………..

Facts and Reasons

……………………………………………………………………….………..

……………………………………………………………………….………..

……………………………………………………………………….………..

……………………………………………………………………….………..

Comments

……………………………………………………….…………………………

……………………………………………………………………….………..

……………………………………………………………………….………..

……………………………………………………………………….………..

……………………………………………………………………….………..

Signed

……………………………………….

Shareholder

(

)

Date

……………………………………….

Remarks:

  1. Shareholder must enclose the following documents with this form;
    1. The evidence of shares held as of the proposal date, such as the certificate of shares held issued by securities companies or any other certificates from the Stock Exchange of Thailand (SET) or Thailand Securities Depository Co., Ltd.
    2. In case shareholder is an individual; a copy of identity card/ government officer identity card/ driver's license/ passport or alien identity card, which has not expired, and certified true and correct by that shareholder.
      In case shareholder is a juristic person; a copy of the Certification Document backdated not more than three months, certified true and correct by an authorized person(s) of that juristic person and a copy of identity card/ government officer identity card/ driver's license/ passport or alien identity card of the authorized person(s) which has not expired.
  2. In case shareholders have unified to propose the agenda, each shareholder must fill in this form and sign their names as evidence separately and gather into one set.

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Nominated Qualified Candidate for Directorship Form

(Form B)

(1)

Name

……………………………………………….

Address

……………………………………………………………………….………..

……………………………………………………………………….………..

Telephone

………………………………………………

Facsimile

………………………………………………

(2)

Number of shares held in CPF ……………………………… shares as of ...............................

I/We would like to nominate (Mr./Mrs./Miss/……….) ……………………………………………… as a

qualified candidate for directorship of Charoen Pokphand Foods Public Company Limited. Such person has made his/her consent and certify that information disclosed in the attached "Resume of Proposed Candidate for Directorship" and other support documents is true and authentic in all respects.

Signed

…………………….………………. Shareholder

(

)

Date

……………………..…………….

Remarks:

  1. Shareholder must enclose the following documents with this form;
    1. The Resume of Proposed Candidate for Directorship which has been completely filled in and signed by a qualified candidate.
    2. The evidence of shares held as of the proposal date, such as the certificate of shares held issued by securities companies or any other certificates from the Stock Exchange of Thailand (SET) or Thailand Securities Depository Co., Ltd.
    3. In case shareholder is an individual; a copy of identity card/ government officer identity card/ driver's license/ passport or alien identity card, which has not expired, and certified true and correct by that shareholder.
      In case shareholder is a juristic person; a copy of the Certification Document backdated not more than three months, certified true and correct by an authorized person(s) of that juristic person and a copy of identity card/ government officer identity card/ driver's license/ passport or alien identity card of the authorized person(s) which has not expired.
  2. In case shareholders have unified to nominate a qualified candidate for directorship, each shareholder must fill in this form and sign their names as evidence separately and gather into one set.

4/6

Photo

Resume of Proposed Candidate for Directorship

(Form C)

1. Name

______________________________

Nationality

______________________________

Date of Birth

____________________ Age______ Years

(please enclose a certified true copy of a copy of identity card/ government officer identity card/ passport)

Address

___________________________________________

___________________________________________

Telephone

___________________________________________

Occupation / Office

___________________________________________

Education (please enclose a certified true copy of academic qualification certificates)

Year

Institution

Major

__________

______________________________

______________

__________

______________________________

______________

Working Experiences (please enclose a certified true copy of Curriculum Vitae)

Year

Company

Position

__________

______________________________

______________

__________

______________________________

______________

__________

______________________________

______________

__________

______________________________

______________

Number of CPF's securities held

Common shares

__________________ shares

Debentures

Debentures' name ________________________ for ___________ units

Debentures' name ________________________ for ___________ units

Debentures' name ________________________ for ___________ units

Debentures' name ________________________ for ___________ units

Debentures' name ________________________ for ___________ units

Debentures' name ________________________ for ___________ units

Marital Status

Spouse

_________________________

No. of shares held in CPF _______ shares

Children

1.____________

Age __ Years,

No. of shares held in CPF _______ shares

2.____________

Age __ Years,

No. of shares held in CPF _______ shares

3.____________

Age __ Years,

No. of shares held in CPF _______ shares

Having direct and/or indirect interests in CPF, subsidiaries and associated companies (Please specify nature of the transaction and characteristics of such interests, including transaction value)

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

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This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

CPF - Charoen Pokphand Foods pcl published this content on 28 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 September 2022 11:05:04 UTC.


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