Articles of Association

• Chapter 1 General Provisions
  1. Article 1

     This Articles of Association shall be called the Articles of Association of Grand Canal Land Public Company Limited.
  2. Article 2

     “Company” means Grand Canal Land Public Company Limited.
  3. Article 3

     Any other matter not mentioned herein shall be governed by the laws governing public limited company in all respects.
• Chapter 2 Issuance of Shares and Transfer of Shares
  1. Article 4

     All shares of the Company shall be ordinary shares, must be fully paid up in one single payment. Subscriber may not offset the debts with the Company
  2. Article 5

     The shares of the Company are indivisible. If two or more persons jointly hold or subscribe for shares, either one of them shall be appointed to exercise the right as a shareholder or subscriber, as the case may be.

     The Company may issue debentures, convertible debentures, preferred shares or any other securities, to the public as permitted by the laws on securities and exchange
  3. Article 6

     All share certificates of the Company shall be signed or printed with the signature of at least one director, but the director may assign the Share Registrar pursuant to the laws governing securities and securities exchange to sign or print on his behalf. Such a signature or print shall be in accordance with the laws on securities and exchange.

     In case the Company appoints the Securities Depository Center Co., Ltd. to act as the Share Registrar of the Company, the procedures for registration works of the Company shall be prescribed by such Share Registrar.
  4. Article 7

     The Company shall issue and deliver certificates of shares to the shareholders within 2 months as from the date of acceptance of the registration of the Company by the Registrar, or as from the date on which full payment on shares is received in the case where the Company sells the remaining shares or shares newly issued after the registration on the Company.
  5. Article 8

     In case of damage or obliteration to a share certificate, after surrendering such certificate, the shareholder may request the Company to issue a new certificate or in the event of loss or destruction of any share certificate, the shareholder shall produce as evidence a police record thereof or other proper evidence to the Company and the Company shall issue new share certificate to such shareholder within the period specified.

     If a shareholder dies or becomes bankrupt which result in other persons being entitled to the shares, if such persons have produced lawful and complete set of evidence, the Company shall enter his name in the share register as a shareholder and issue him a new share certificate within 1 month from receipt of the complete set of evidence.
  6. Article 9

     The Company shall neither hold nor accept its own shares for pledge, except for the following:

     (1) The Company may buy back shares from any shareholder who objects to a shareholders’ resolution approving any amendments to the Articles of Association concerning the voting rights and dividend entitlements under which he/she considers that he/she is unfairly treated; or.

     (2) The Company may buy back shares for the purposes of its financial management in case where the Company has retained earnings and surplus liquidity, but such share buy back must not cause any financial difficulties to the Company. The Company must obtain a resolution passed by the shareholders for buying shares back, except the case of the number of shares to be bought back not exceeding 10 (ten) percent of the total paid-up capital where by such share buy back can be approved by the Board of Directors of the Company.

     The shares held by the Company as a result of the repurchase will neither be counted in the forming of a quorum for the shareholders meeting nor have voting rights or the right to dividend payments attached.

     The repurchase of the shares, the disposal of the repurchased shares and the cancellation of the repurchased shares shall be done in accordance with the rules and procedures set out in the laws governing public limited companies and securities and exchange applicable at that time.
  7. Article 10

     Share of the Company are freely transferable, except where the transfer will cause aliens to hold shares in the Company at more than 49 (forty-nine) percent of the total number of issued shares of the Company.
  8. Article 11

     Transfer of shares shall be valid upon endorsement on the reverse side of the share certificate by the transferor, stating the name of transferee, signed by the transferor and the transferee and having delivered the share certificate to the transferee.

     The transfer of shares may be used against the Company upon receipt by the Company of the application for registration of transfer of shares and may be used against any other person only after the Company has registered the transfer of shares in the share register.

     Upon the receipt of the application for registration of transfer of shares, if the Company considers that the transfer of shares is legal, the Company shall register the transfer of shares within 14 days from the date of receipt of the application. If the Company considers such transfer to be incorrect or invalid, it shall inform the applicant within 7 days.

     In case the shares of the Company are registered as securities with the Securities Exchange of Thailand, the transfer of shares shall be in accordance with the laws governing securities and securities exchange.
  9. Article 12

     In the course of 21 days prior to each meeting of the shareholders, the Company may cease to accepts registration of share transfer by notifying the shareholders in advance at the head office and at every branch office of the Company not less than 14 days prior to the date the registration of share transfer shall be ceased.
• Chapter 3 Board of Directors
  1. Article 13

     The Board of Directors of the Company shall consist of not less than 5 members and not less than one-half of all members of director shall have residence within the Kingdom.
  2. Article 14

     The meeting of shareholders shall elect directors with the following rules and procedures:

     (1) Shareholder shall have one vote for each share held by him.

     (2) Each shareholder may cast the total number of votes under (1) foe electing one or more persons as director or directors, votes may be appropriated to any person in any number at the shareholder’s pleasure

     (3) The persons who received the highest votes in the respective order are elected as directors in accordance with the intended number of directors which the shareholders’ meeting should be elected at such election; and in the case where any persons so elected in a next lower order have equal votes such that the number of the elected persons exceeds the number of directors intended to be elected which the shareholders’ meeting should be elected at such election, the chairman shall have a casting vote
  3. Article 15

     At every annual ordinary meeting of shareholders, one-third (1/3) of the directors of the Company shall retire from the office. The director holding the longest position period shall retire first or in case of having the same longest position period each director shall be retied by drawing lots. If the number of directors cannot be divided into a multiple of three, the number of directors nearest to one-third (1/3) shall retire. The retiring directors under the preceding paragraph shall be entitled to be re-elected.
  4. Article 16

     The directors have the right to receive remuneration from the Company in the form of honorarium, meeting allowances, consideration, bonus or other benefits in other forms, in accordance with the Articles of Association or with the approval of the shareholders in the shareholders meeting, which may be a fixed amount or in accordance with the rules, and may be periodically fixed or permanently fixed until changed. Directors may receive per diem, welfares and expense reimbursement according to the Company’s regulations.

     The provisions of the preceding paragraph hereof shall not affect the rights of the Company’s officers or employees, who have been elected as director(s), to receive remuneration and benefits in the capacity as officers or employees of the Company.
  5. Article 17

     Otherwise than retirement by rotation, the directors shall vacate office upon:

     (1) death;

     (2) resignation;

     (3) loss of qualifications or disqualification under law

     (4) removal by a resolution of the meeting of shareholders passed

     (5) removal by a court order.
  6. Article 18

     Any director desires to resign from his office shall submit his resignation letter to the Company and the resignation shall be effective on the date the resignation letter reaches the Company.
  7. Article 19

     In case of any vacancy occurs in the Board of Directors otherwise than by rotation, the Board of Directors shall elect a person who has the qualifications and who is not disqualified under section 120 of the Public Limited Companies Act, B.E. 2535, hereof to be the director as replacement at the following meeting of the Board of Directors, unless the remaining duration of the director’s term of office is less than 2 months. A person so elected shall hold office for the remaining term of office of the director whom he replaces.

     The resolution of the Board of Directors under the first paragraph shall be supported by a vote of not less than three-fourths (3/4) of remaining directors.
  8. Article 20

     The meeting of shareholders may pass a resolution removing any director prior to retirement by rotation by a vote of not less than three-fourth (3/4) of the number of shareholders attending the meeting and having the rights to vote and having shares collectively at not less than one half of the number of shares held by shareholders attending the meeting and having the voting rights.
  9. Article 21

     The Board of Directors shall elect one director among themselves to be the chairman of the Board of Directors.

     In case the Board of Directors find it appropriate, the Board of Directors may elect one or several directors as vice chairman who shall have the duties according to the Articles of Association in the businesses assigned by the chairman of the Board of Directors.

     In respect of the Company's authorized signatory directors, two directors shall be authorized to jointly sign with the Company seal affixed.

     The Board of Directors may determine and change the name of directors authorized to sign binding the Company.
  10. Article 22

      At a meeting of the Board of Directors, there shall be directors attending the meeting at no less than one half of the total number of directors in order to constitute a quorum.

      In the event the chairman is absent or is unable to discharge his duties, if the vice chairman are presented, one of them shall take the chair, but if there is no vice chairman or there is one but he is not able to discharge his duties, the directors present at the meeting shall elect one of the said directors to be the chairman of the meeting.

      Decisions of the meeting shall be made by majority vote.

      Each director shall have one vote, but the director who has interests in any matter shall have no right to vote on such matter. In case of a tie vote, the chairman of the meeting is entitled to a casting vote.
  11. Article 23

      In summoning a meeting of the board of directors, the chairman of the board or the person entrusted shall send a written notice summoning a meeting to directors not less than three days prior to the date of the meeting except that, in case of necessity or urgency for the purpose of protecting rights or benefits of the company, a summons of a meeting may be notified by other means and an earlier date of the meeting may be fixed.

      In delivering a notice or other documents according to the first paragraph, it may be conducted via electronic means, provided that such recipients have declared their intention or given consent for delivering such documents via electronic means.

      The Board of Directors can arrange a meeting at the locality where the principal business office of the company or other places as deemed appropriate or hold the meeting via electronic means in accordance with the law on electronic meeting. In such a case, it shall be deemed that the headquarters of the company is the place of the meeting.

      Besides, when there is reasonable cause or in order to preserve the rights or benefits of the company, two or more directors shall request the chairman for summoning of the board of directors meeting, in this regard, the matters and reasons to be considered must be provided for the meeting, in such case, the chairman or the director entrusted by the chairman shall fix the date of the meeting which is to be held within fourteen days from the date of receipt of the request.

      If the chairman or person entrusted fails to summon the meeting in accordance with paragraph four, the requesting directors can then jointly call and fix the date of the board of directors’ meeting within fourteen days after the expiration of the period specified in paragraph four.
  12. Article 24

      The Board of Directors may assign any other person to manage the business of the Company on behalf and under the control of the Board of Directors or authorize the said persons to have the power within the period as the Board of Directors find it appropriate, but such power may be cancelled, revoked, altered or amended by the Board of Directors.
  13. Article 25

      The Board of Directors shall hold a meeting at least once in every 3 months.
  14. Article 26

      The directors shall have to perform their duties in compliance with the laws, objectives and articles of association of the Company as well as the resolution of the meeting of shareholders.

      In case that the Company or any of its subsidiaries agrees to enter into a connected transaction or a transaction concerning the acquisition or disposition of asset, the definition of which is stipulated in the Notification of the Stock Exchange of Thailand governing the entering into a connected transaction of a listed company, or a transaction concerning the acquisition or disposition of asset of a listed company, as the case may be, the Company shall comply with the rules and procedures of such Notifications accordingly.
  15. Article 27

      The Director shall promptly notify the Company of his or her personal interest in any agreements made by the Company or increase or decrease in holding of shares or debentures in the Company or any subsidiaries.
  16. Article 28

      No Director shall operate any competing business or become a partner in an ordinary partnership or an unlimited partner in a limited partnership or a director in any private limited company or public limited company which operates the same business as the Company does, unless he/she has already notified this matter to the meeting before the approval of a resolution for his/her appointment.
• Chapter 4 Meeting of Shareholders
  1. Article 29

     The Board of Directors shall arrange for an annual general meeting of shareholders within 4 months from the end of the fiscal year of the Company.

     Meetings other than that aforementioned shall be called extraordinary general meetings. The Board of Directors may summon the extraordinary general meeting whenever deemed appropriate.

     In addition, one or more shareholders, holding shares collectively not less than 10 (ten) percent of the total number of shares sold, may submit their names in a letter requesting the Board of Directors to summon the extraordinary general meeting of shareholders at any time but agenda and reasons for calling such meeting shall be clearly stated in such request. In this regard, the Board of Directors shall arrange the extraordinary general meeting of shareholders within 45 days from the date of receipt of such letter of request from the shareholder(s).

     In case the Board of Directors fails to arrange the extraordinary general meeting within 45 days from the date of receipt of such request from the shareholder(s); the shareholders, subscribing their names or other shareholders holding the number of shares as stipulated, may call the meeting within 45 days from the date that the Board of Directors should have arranged the extraordinary general meeting. In this regard, the meeting shall be considered as the extraordinary general meeting called by the Board of Directors. The company shall be responsible for necessary expenses arising from the extraordinary general meeting and provide an appropriate facilitation.

     In the case where, at the extraordinary general meeting called by the shareholder(s) under paragraph four, the number of the shareholders presented does not constitute quorum as provide by Article 32; the shareholder(s) under paragraph four shall collectively compensate the Company for the expenses incurred from arrangement of such meeting.

     In delivering a notice or arrangement of shareholders’ meeting, it may be held via electronic means in accordance with the law on electronic meeting or requirements of any other relevant criteria.

     In case the arrangement of shareholders’ meeting is held under paragraph six, it shall be deemed that the headquarters of the company is the place of meeting.
  2. Article 30

     In summoning a meeting of shareholders, the board of directors shall prepare a notice summoning the meeting, with an indication of the place, date, time and agenda of the meeting and matters to be submitted to the meeting, together with reasonable details and a clear indication as to whether such matter are to be submitted for information, approval or consideration, as the case may be, as well as opinions of the board of directors on such matters, and shall send such notice to the shareholders and the registrar not less than 7 days prior to the date of the meeting, provided that the notice summoning the meeting shall also be published in a newspaper for 3 consecutive days and not less than 3 days prior to the date of the meeting.

     Such published notice under the first paragraph shall be advertised via electronic means according to the criteria stipulated by the registrar or other relevant laws.
  3. Article 31

     At the shareholders’ meeting, such shareholders may authorize other people to attend and vote at any meeting of shareholders on their behalf. A proxy must be signed by the shareholder together with the date and made in the form specified by the Registrar. The instrument appointing a proxy shall be submitted to the Chairman of the Board of Directors or the person designated by the Chairman of the Board of Directors before the proxy attends the meeting.

     Appointment of a proxy in accordance with the first paragraph can be carried out via electronic means as long as the method used are secure, and credible that such appointment has been duly made by a shareholder giving a proxy, according to the criteria specified by the Registrar and relevant laws.
  4. Article 32

     In order to constitute a quorum, there shall be shareholders and proxies (if any) attending the Shareholders’ Meeting amounting to not less than 25 persons or not less than one-half of the total number of shareholders and in either case such shareholders shall hold shares amounting to not less than 1/3 of the total number of shares sold of the Company.

     At any Shareholders’ Meeting, if 1 hour has passed since the time specified for the Meeting and the number of shareholders attending the Meeting is still inadequate for a quorum as defined in the first paragraph, and if such Shareholders’ Meeting was called as a result of a request by the shareholders, such Meeting shall be cancelled. If such Meeting was not called as a result of a request by the shareholders, the Meeting shall be called once again and the notice calling such Meeting shall be delivered to shareholders not less than 7 days prior to the date of the Meeting. In the subsequent Meeting, a quorum is not required.
  5. Article 33

     A resolution of the Shareholders’ Meeting shall require:

     (1) In an ordinary event, the majority vote of the shareholders who attend the Meeting and cast their votes. In case of a tie vote, the Chairman of the Meeting shall have the casting vote.

     (2) in the following events, a vote of not less than 3/4 of the total number of votes of shareholders who attend the Meeting and have the right to vote:
     (a) sale or transfer of the whole or important parts of the business of the Company to another person;
     (b) purchase or acceptance of transfer of the business of other companies or private companies by the Company;
     (c) making, amending or terminating of contracts with respect to the granting of a lease of the whole or important parts of the business of the Company, the assignment of the management of the business of the Company to any other persons or the amalgamation of the business with other persons with the purpose of profit and loss sharing.
  6. Article 34

     In order to count the votes at any Shareholders’ Meeting, each shareholder is entitled to one vote per share.
  7. Article 35

     Agenda items to be included in the Annual Ordinary General Meeting of shareholders are as follows:

     (1) consideration of a report of the Board of Director regarding the Company’s business performance of last year;

     (2) consideration and approval of a financial statement;

     (3) consideration of the allocation of profits;

     (4) election of new directors replacing directors retiring by rotation;

     (5) appointment of an auditor

     (6) consideration of other matters
• Chapter 5 Accounts, Finance and Audit
  1. Article 36

     No dividend shall be paid otherwise than out of profits. Dividends shall be distributed in accordance with the number of shares, with each share being accorded equal distribution. In the case where the Company has incurred accumulated loss, no dividends may be paid.

     The board of directors may, from time to time, pay interim dividends to shareholders when it is apparent that the Company has such reasonable profits as to justify such payment, and, when dividends have been paid, the board of directors shall report it to the shareholders at the next meeting.

     Payment of dividends shall be made within 1 month as from the date of the resolution of a meeting of shareholders or a meeting of directors, as the case may be, provided that it shall be notified in writing to the shareholders and a notice of payment of such dividends shall also be published in a newspaper for 3 consecutive days.

     Such procedure according to the third paragraph shall be carried out via electronic means in accordance with the criteria specified by the relevant laws.
  2. Article 37

     The Company shall allocate to a reserve fund from the annual net profit, not less than 5 (five) percent of the annual net profit deducted by the total accumulated losses brought forward (if any) until the reserve fund reaches an amount of not less than 10 (ten) percent of the registered capital.
  3. Article 38

     The fiscal year of the Company shall commence on January 1 and end on December 31 of every year.
  4. Article 39

     The Board of Directors shall arrange for preparation and keeping of accounts as well as auditing of accounts in accordance with the relevant laws and shall make a balance sheet and profit and loss statements at least once every 12 months which is the accounting year of the Company.
  5. Article 40

     The auditor is obligated to be present at every meeting of shareholders at which a balance-sheet, a profit and loss account and any problem concerning accounts of the company is scheduled to be considered, for giving shareholders explanations on the auditing, and the company shall also furnish the auditor with the company’s reports and documents which are to be received by shareholders at such meeting of shareholders.

     The auditor shall not be a director, staff, employee or an officer holding any position in the Company.
  6. Article 41

     The auditor has the right to examine all books of account, records and documents relating to the Company's income, expenses, assets, and liabilities at any time during the office hours of the Company. For this purpose, the auditor shall be entitled to ask any of the Company's Directors, staff members, employees, responsible persons, and agents to provide any related clarifications or documents regarding the Company’s business operation.
• Chapter 6 Additional Provisions
  1. Article 42

     The seal of the Company shall be as affixed herein below: