Rights of Shareholders
The Board of Directors recognizes the basic rights of all shareholders (natural persons, juristic persons or institutional investors) by encouraging shareholders to exercise their rights
(i) the right to receive a share certificate and to purchase or repurchase by the Company’s sale or transfer of shares, (ii) the right to share in the profit/dividend of the Company, (iii) the right to consider and approve the remuneration for directors every year, (iv) the right to participate and vote in the shareholders’ meeting to elect or remove members of the Board, (v) the right to appoint the company’s auditor and determine auditor’s compensation, and (vi) the right to make decisions on other transactions that create a major effect on the Company i.e. dividend payment, determination or amendments to the Company’s Articles of Association or the Company’s Memorandum of Association, capital increase or capital decrease, and approval of extraordinary transactions etc.
In 2025, to maintain the right to attend the annual general meeting of shareholders (“AGM”), the Company held the physical AGM on 21 April 2025 at 14.00 hours at Infinity Room, 7th Floor, AETAS Lumpini Hotel, No. 1030/4 Rama IV Road, Tungmahamek, Sathorn, Bangkok.
The Company submits the meeting notice and supporting documents to shareholders at least 21 days in advance, including three proxy forms: Form A (General and Simple), Form B (containing specific details), and Form C (for foreign shareholders who appoint custodians in Thailand for the custody of their securities), as well as documents required for proxy appointment and instructions on their use. The Company ensures that the information provided is accurate, sufficient, and clear. The Company published the meeting notice on its website at least 28 days before the meeting date and posted the notice at the Company’s head office. The Company also advertised the meeting notice in a newspaper for at least three consecutive days before the meeting date.
At the Annual General Meeting, shareholders wishing to appoint a proxy to attend and vote on their behalf, including an independent director, may complete and sign Proxy Form A, Form B, or Form C (only one form may be used). The proxy form may be submitted to the Company in advance or presented by the proxy on the meeting date. For convenience, the Company provides stamp duty for proxy appointment at no cost. The Company will not undertake any action that restricts shareholders’ rights to attend the meeting, and all shareholders are entitled to attend throughout the meeting.
In 2025, the Company allowed shareholders to propose the agenda of the Annual General Meeting and nominate candidates for directorship from 1 October 2024 – 15 December 2024. The criteria for proposing and nominating are disclosed on the Company’s website www.ifscapthai.com under the subject “Investor Relations” → “Shareholders’ Meeting”, as well as through the SET’s channel, which is allowed before the end of the accounting period. Upon the specified period, it appeared that no shareholder proposed any candidate for the Company’s consideration for director nomination, and no shareholder proposed any additional agenda items for the meeting. The Board of Directors adheres to a policy of not adding agenda items that have not been proposed in advance.
The Company allows shareholders or proxies to register for meeting attendance according to the date and time specified in the meeting notice via the barcode system.
Prior to the commencement of the shareholders’ meeting, the Chairman introduces the Board of Directors, the management team, the Company’s auditor, and legal advisor. The meeting secretary then explains the rules and procedures, including the voting and vote-counting procedures for each agenda item. The Chairman invites shareholders to express opinions, make suggestions, and raise questions on each agenda item. The Chairman and management respond to questions directly. Thereafter, the meeting proceeds to vote on each agenda item in sequence, with vote counters appointed. No additional agenda items will be added without prior notice to shareholders, unless the meeting resolves to change the order of agenda items by a vote of not less than two-thirds (2/3) of the total shareholders attending the meeting.
The Annual General Meeting for 2025 was conducted smoothly and in compliance with the Company’s Articles of Association, proceeding in accordance with the agenda stated in the meeting notice. No agenda items were added, nor were any material information changes made without prior notice to shareholders. Minutes were duly recorded at each meeting, and resolutions were passed with a vote count. The Company employed a shareholder meeting system compliant with the standards of Thailand Securities Depository Co., Ltd. (TSD) to ensure efficiency, accuracy, and transparency. Voting results for each agenda item were displayed to shareholders immediately upon completion of the vote-counting process.
After the meeting is completed, the Company will submit the shareholders’ meeting resolutions via the SET’s disclosure channel immediately on the meeting date. The minutes of the meeting will be prepared with complete and material information, including questions, comments, and resolutions. The Company will disclose the meeting minutes on its website and submit the completed minutes to the SET within fourteen (14) days from the meeting date. The minutes will also be kept at the Company’s office.