DSG International (Thailand) Public Company Limited
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Articles of Association

Chapter 6
Shareholders Meetings

Article 30.

The Board of Directors shall arrange an annual general meeting of shareholders to be held within four (4) months form the last day of the fiscal year of the Company.

All other shareholders meeting shall be called extraordinary general meetings. The Board of Directors may call such meeting at any time the board considers it expedient to do so.

Shareholders holding shares amounting to not less than one-fifth (1/5) of the total number of shares sold or shareholders numbering not less than twenty-five (25) persons holding shares amounting to not less than one-tenth (1/10) of the total number of shares sold may submit their names in a request directing the Board of Directors to call an extraordinary general meeting at any time, but the reasons for calling such meeting shall be clearly stated in request. The Board of Directors shall call a shareholders meeting to be held within one (1) month of the date of receipt of such request from the said shareholding.

Article 31.

In convening shareholders meetings, the Board of Director shall prepare notice of such meeting specifying the place, date, time, agenda and the matters to be submitted to the meeting together with appropriate details stating clearly whether they will be for acknowledgement, for approval or for consideration, including the opinions of the Board of Directors on the said matters and shall send the same to the shareholders and the registrar for their information not less than seven (7) days prior to the meeting. Publication of the meeting notice shall also be made in a newspaper for three (3) consecutive days no less than three (3) days prior to the meeting.

The place of the meeting shall be in the province in which the head office of the Company is located or such other venue as specified by the Board of Directors.

Article 32.

At the shareholders meeting, there shall be not less than twenty five (25) shareholders and proxies (if any) attending the meeting, or not less than one half of the total number of shareholders holding shares altogether amounting to not less than one-third (1/3) of the total number of issued share to constitute a quorum.

If after one (1) hour from the time scheduled for the shareholders meeting, the number of shareholders present is insufficient to form a quorum as specified, should such shareholders meeting have been convened at the request of shareholders, it shall be canceled. If such shareholders meeting was not convened at the request of shareholders, the meeting shall be called again and, in latter case, notice calling for the meeting shall be sent to shareholders no less than seven (7) days before the date of the meeting. In the latter meeting, a quorum is not necessary.

Article 33.

The Chairman of the Board of Directors shall be the Chairman of shareholders meetings. In case that the Chairman of the Board is not present at the meeting or cannot perform their duty, the vice-chairman will be the Chairman of the meeting. If there is no such vice-chairman or the vice-chairman cannot perform his duty, the shareholders present at the meeting may elect one of the shareholders to be chairman of such meeting.

Article 34.

In voting, the shareholders shall be entitled to one vote per share. Shareholders who have special interest in any matters shall not have the right to vote for such matters except for the election of the Board of Directors. Resolution of the shareholders’ meeting shall be passed in the following manner:

  1. In an ordinary event, a majority vote of shareholders who attend the meeting and are entitled to vote which shall count one vote for each share. In case of a tied vote, the chairman of the meeting shall have a casting vote.
  2. In the following events, a vote of not less than three-fourths (3/4) of the total votes of shareholders who attend the meeting and are entitled to vote which shall count one vote for each share:
    • the sale or transfer of the whole or a substantial part of the Company’s business to any other person;
    • the purchase or acceptance of any transfer of the business of other public or private companies;
    • the entering into, alteration or termination of any agreement concerning the lease, in whole or in substantial part, of the Company’s business, the assignment to any person for the management of the Company’s business, or the merger with any other person for the purpose of profit and loss sharing;
    • the amendment of the Memorandum of Association or Article of Association of the Company;
    • the increase or reduction of the Company’s registered capital;
    • the dissolution of the Company; and
    • the merger/amalgamation of the Company with another company.

Article 35.

Annual ordinary general meeting shall be convened for the purpose of:

  1. Approving the report of the Board of Directors covering work done during the previous period;
  2. Approving and considering the balance sheet and the profit and loss account;
  3. Approving the appropriation of profits and declaration of dividends;
  4. Approving election of new directors in place of those who are due to retire by rotation and fixing the directors’ remuneration;
  5. Approving appointment of an auditor and fixing their remuneration; and
  6. Other business.