The Company recognizes the importance of all shareholders’ rights, including major and minority shareholders. Shareholders’ rights include the basic rights as investors and also as owners of the Company, such as rights to buy, sell, transfer their shares; right to receive dividends from the Company; rights to attend the shareholders’ meetings; right to receive completed, sufficient and timely news and information through easily accessible channels; rights to express their opinions; rights to participate in making decisions on important issues, such as election of Director, approval of important transactions affecting the direction of the business and operation of the Company, amendment of Memorandum of Association, Articles of Association of the Company, etc.

In 2022, the Company has implemented the followings to encourage and facilitate the exercises of shareholders’ rights in the annual general meeting of shareholders. The Company has added channel to attend the shareholders’ meeting by providing the shareholders to attend the shareholders’ meeting in electronic format or On-Line. Details of shareholders’ meeting are as follows:

Prior to the shareholders’ meeting

1. The Company has given shareholders the right to propose important and appropriate issues as an agenda in the Company’s annual general meeting of shareholders and to nominate candidates with appropriate knowledge, abilities and qualifications to be considered for the position of the Company’s director in advance before the annual general meeting of shareholders. Shareholders can find details of the criteria and guidelines on the Company’s website. https://investor.chularat.com/th/downloads/shareholders-meeting

Invitation Letter to shareholders

2. The Company has sent invitation letters to shareholders in advance at least 21 days prior to the meeting date informing the meeting agendas and the opinion of the Board of Directors on each agenda, together with the supporting documents and information sufficient to facilitate shareholders in making their decisions and fully exercise their rights. The invitation letter package includes details of required documents in order to protect shareholders’ rights to attend the shareholders’ meeting, together with their rights to vote. Moreover, the invitation letter for annual general meeting of shareholders is posted and disclosed on the Company’s website in advance. The Company has posted and disclosed an invitation letter for an Annual General Meeting 2022 on the Company’s website at least 30 days prior to the meeting date. https://investor.chularat.com/th/downloads/shareholders-meeting

Directors’ Remuneration

3. The Company has proposed and disclosed all forms of remuneration provided to Directors in the meeting for shareholders’ approval. These remunerations include the meeting allowance (the rate per meeting and the number of times per year) and the criteria determining an annual bonus/reward based on the operational result with total amount not exceeding the amount set per year and the length of service. In 2022, the Company has adjusted the disclosure of compensation in case of “No Pay”, specifying those remuneration and other benefits that the Company has no policy to pay Directors.

Proxy to attend the shareholders’ meeting

4. In the event that shareholders are unable to attend the meeting, these shareholders have the right to authorize a person or an independent director as their proxy to attend the meeting and vote on their behalf, using one of the proxy forms sent with the invitation letter. Moreover, shareholders can download the proxy form from the Company’s website.

Registration for the shareholders’ meeting

5. The Company has implemented the barcode system for registration and the voting process, including the use of voting cards for each agenda. This helps accelerate and ensure the accuracy and timeliness of the registration and vote counting process. In addition, shareholders are able to register after the meeting has started to exercise their rights to vote on agendas that have not been voted. Upon completion of the meeting, shareholders are able to verify the details of the votes.

During the shareholders’ meeting

6. The Chairman of the Board of Directors, as a chairman of the meeting, has assigned the Company Secretary to explain the voting process for each agenda items before the meeting starts. During the meeting, the Chairman of the meeting has provided all shareholders the sufficient time and opportunity to comment, ask question or give opinions and suggestions on any agenda. The Chairman of the Board and management will provide the precise and clear answers to all questions during the meeting.

Preparation of meeting minutes and disclosure of the shareholders' meeting resolutions

7. The Company Secretary has prepared the minutes of the shareholders’ meetings with complete and accurate details on voting results of each agenda and submitted the meeting report to the Stock Exchange of Thailand (SET) within 14 days after the meeting has ended. The Company has also published the minutes of the shareholders’ meeting on the Company’s website, so that shareholders and general investor are informed in a timely and verifiable manner.