TH
Right of Shareholder

The Company recogises the principles of and places great importance to protecting the rights of all Shareholders, ie:

  • Support and ensure that every Shareholders - whether they are majority Shareholders, minority Shareholders, institutional investors or foreign shareholders alike - receive the same basic rights, and are all treated in an equal manner. Not act in any way that will violate or deprive Shareholders of their entitled rights. This includes limiting any opportunity for Shareholders to receive any relevant information and communications regarding the Company, or to attend Shareholders Meetings; ie: the right to be registered as a Shareholder of the Company; the right to exchange or transfer the ownership of those shares owned by the Shareholder; the right to receive relevant and accurate information and news, of any significance, relating to the Company on a regular basis and in a sufficient manner; the right to attend Shareholders Meetings of the Company; the right to appoint or dismiss, and to approve the remuneration of, Directors of the Company; the right to appoint external Auditors of the Company; the right to receive a share of the Company’s profits or dividend payments; and the right to participate in the decision making process on, or to be informed about, any important changes to basic operational factors of the Company.
  • Inform and communicate details regarding the exercise of any Shareholders rights via the SET’s news network or through the Company’s website, taking into consideration the right of Shareholders to be informed on an equal basis and ensuring not to act in any way as to restricting full access to any information or news about the Company.

The Annual General Shareholders’ Meeting (AGM) for 2023

The Annual General Shareholders’ Meeting (AGM) for 2023 of the Central Plaza Hotel Public Company Limited was held on Tuesday, April 25, 2023 at 2:30 p.m. through electronic means. There were 3 shareholders attending the meeting in person totaling 3,800 shares and 1,315 proxies attending the meeting, representing 1,103,414,350 shares. In total, 1,318 authorized proxies, representing 1,103,418,150 shares or 81.73% of the total shares, exceeding one-third of the total number of shares issued, thus, constituted the required quorum for the Annual General Meeting as per the Company’s Articles of Association.

There were 12 directors attending the meeting or 100% inclusive of the Chairman of the Board of Directors, Chairman of the Audit Committee, Chairman of the Nomination and Remuneration Committee, Chief Executive Officer, Company secretary, Auditor, and person in charge of voting and as well as the vote counting process attend meetings in unison.

The Company places great importance on shareholders’ rights and equitable treatment of shareholders. The company encourages all shareholders inclusive of major shareholders, individual shareholders, institutional investors, or foreign shareholders attending the shareholders’ meeting as well as relevant principles to be applied concretely in all meetings of shareholders starting before the meeting, on the meeting date and after the meeting as follows:

Prior to the Shareholders Meeting

  1. Allowing Minority Shareholders to submit comments as well as to propose matters or names of qualified persons to be nominated as Company Directors, for possible inclusion as Agenda Items for consideration at the Shareholders’ Meetings in accordance with the criteria and procedures specified by the Company.
  2. Arranging Letters of Invitation to the Shareholders Meeting, together with complete and concise supporting documentation that relate to the consideration of the proposed Agenda Items - including details of the proposed Agenda Items for consideration, procedures for conducting the Meeting, opinions of the Board relating to the respective Agenda Items, and a map of the Meeting venue; whereby such documentations are in both Thai and English.
  3. Posting the Letters of Invitation to the Shareholders Meetings, together with the abovementioned supporting documentations, on the Company’s official website (www.centarahotelsresorts.com) at least 30 days prior to the date of the Shareholders Meeting, as well as via the news/information broadcasting network of the SET.
  4. Dispatching the Letters of Invitation to the Shareholders Meeting, together with the abovementioned supporting documentations, to all Shareholders at least 14 days prior to the date of the Shareholders Meeting, so that Shareholders will be able to review them and decide on how they will vote regarding the various matters being considered.
  5. Also allowing Shareholders to submit in advance, to the Company Secretary, any questions relating to the proposed Agenda Items to be considered.

The day of the Shareholders Meeting

  1. Determining the date, time and venue for the Shareholders Meeting, through always keeping in mind the Shareholders’ convenience in easily accessing the location in order to attend the Meeting.
  2. Making use of available technology to facilitate the conduct of the Meeting in an efficient, accurate and effective manner - from the attendance registration process, the recording and counting of votes, as well as the announcement of the voting results.
  3. The Chairman of the various Board Committees being present at the Shareholders Meeting, in order to answer any questions or queries made by attending Shareholders/Proxies that are relevant to their specific areas of responsibilities; whereby the Meeting Chairman will give all Shareholders/ Proxies equal opportunity to raise any questions or to make any comments relating to the review of the Company’s operations.
  4. All Directors and Senior Management members being present at the Shareholders Meeting; whereby all Shareholders/Proxies have the opportunity to raise questions, make comments, as well as to request additional clarifications from the Board, any Directors and Senior Management members or the attending external Auditor of the Company in regards to any respective relevant Agenda Item being considered.
  5. At the start of the Meeting, informing all attending Shareholders/Proxies, in a clear concise manner, about the procedures to be used for conducting the Meeting as well as in regards to exercising and counting of their votes; whereby votes are taken for each respective individual item in the event that an Agenda Item contains several matters for approval.
  6. Allowing Shareholders/Proxies to vote for each proposed new Company Director on an individual basis, as well as encouraging them to use the applicable ‘voting forms’ given out for the various Agenda Items In case the shareholders’ meeting is set up at the meeting place, the Company provides voting ballots for each agenda item. If the shareholders’ meeting conducts on electronically media (E-meeting), the Company encourages voting via the e-voting system.
  7. After the Meeting has started, allowing Shareholders/Proxies to join the Meeting as well as to exercise their votes for any Agenda Item still being considered at the time or thereafter, for which votes have not been taken.
  8. For those Shareholders not able to attend the Meeting in person, allowing them to appoint an Independent Director of the Company (or any other person considered by them as being appropriate) to represent them as their authorised Proxy to attend the Meeting and cast their vote, as specified, by them.
  9. Encouraging the Company to appoint an independent person to act as the ‘Recorder’ to check and monitor the counting of Shareholders votes for all General and/or Extraordinary Shareholders Meetings, so that the respective voting results can be announced to the Meeting in a concise, accurate and transparent manner as well as to enable the respective vote counts for each Agenda Item to be recorded in the Minutes of the Meeting.
  10. Not allowing any new Agenda Items to be added or any amendments to be made to the Agenda Items already informed in the Letter of Invitation to the Shareholders Meeting without Shareholders being informed in advance of the Meeting.

After the Shareholders Meeting

  1. Disclosing to the general public the outcome of General/Extraordinary Shareholders Meetings in regards to the resolutions approved/disapproved together with the respective Shareholders vote counts via the news/information broadcasting network of the SET as well as the Company’s official website on the next working day after the Meeting date.
  2. Posting a VDO recording of the Shareholders Meeting as a webcast on the Company’s official website.
  3. Arranging that the official Minutes of the Shareholders Meeting are made, which will include all significant information announced and discussions points made during the Meeting, together with the procedures (announced at the start of the Meeting) to be used relating to exercising/counting and announcing the results of Shareholders votes, and a list of those Company Directors present at or excused from attending the Meeting. These Minutes are then submitted to the SET and posted on the Company’s official website within 14 days after the Meeting date.