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Articles of Association

 

CHAPTER I GENERAL PROVISIONS

 

Article 1

 

In these Articles of Association

"Company" means CIMB THAI BANK PUBLIC COMPANY LIMITED;

"Registrar" means the registrar under the Public Company Act;

"Share Registrar" means securities registrar under the Securities and Exchange Act.

 

Article 2

Unless otherwise specifically provided in these Articles of Association, the provisions of laws govern shall apply.

 

CHAPTER II ISSUANCE OF SHARES

 

Article 3

 

The shares of the Company shall consist of ordinary shares and preference shares with no accumulation of dividend. All shares shall have equal of par value and must be fully paid up in a single payment in cash and/or in the form of assets other than in cash. The Company may issue preference shares, debentures, warrants or other securities according to the Public Company Act or the Securities and Exchange Act, and the aforesaid securities may be converted into ordinary shares subject to the conditions and procedures as shall be determined by the shareholders' meeting.

 

Article 4

 

Every share certificate of the Company shall bear the name of the shareholder and shall be signed or printed by at least one director. The directors may assign the Share Registrar to sign or print his signature on their behalf.

 

Article 5

 

If two or more persons jointly subscribe for or hold one share or more, these persons shall be jointly liable for the payment of such shares as well as the value which exceeds the par value of such shares, and shall appoint only one of them to exercise the right as a subscriber or a shareholder, as the case may be, in writing and deliver of such to the Company or the Share Registrar. In case there is no clear evidence of such appointment it shall be assumed that person who his name appears in the subscription form or in the share certificate in the first level is the person be appointed from the subscriber or the shareholder to have the solely right to exercise the right until the evidence of such appointment is delivered to the Company.

 

Article 6

 

In the case that the share certificate is lost, destroyed, obliterated, or substantially damaged, the shareholder may request the Company to issue a new share certificate as a substitute therefore and the Company shall issue such new share certificate to the shareholder within the period prescribed under the law.

In the case that the share certificate is lost or destroyed, the shareholder shall produce evidence to the Company that the shareholder has reported the matter to the police. In the case that the share certificate is obliterated or damaged, the shareholder shall return such obliterated or damaged certificate to the Company.

 

Article 7

 

The Company may charge the fee for issuing the new share certificate as a substitute therefore which lost, destroyed, obliterated, or substantially damaged or for issuing copy of the record of the shareholders at the rate as the board of directors determined but shall not exceed the maximum rate prescribed under the law.

The Company may charge the fee for issuing the new share certificate as a substitute therefore which issued to the shareholders at the rate as the Board of Directors determined but shall not exceed the maximum rate prescribed under the law.

 

Article 8

 

The Company may not own its own shares or take them in pledge, provided that the provision relating to the owner of its own shares shall not apply to the following events:

 

  1. the Company may purchase the shares back from its own shareholders who votes in consistency with the resolution of shareholders' meeting which has voted to amend the Articles of Association of the Company in relation with the voting rights and the right to receive the dividend under which the shareholders deemed that it is unfair.
  2. the Company may purchase the shares back for the purpose of financial management when the Company has the profit accumulated and excess liquidity provided that such purchase is not affected to the financial problem of the Company.

 

The shares which are held by the Company shall neither be counted as the quorum of the shareholders' meeting nor shall have the right to vote or receive the dividend.

The shares purchased as mentioned in the first paragraph shall be disposed within the period of time as stipulated in the Ministry Regulation. If any or all of the shares are not be disposed or are unable to be disposed within the time as stipulated, the Company shall decrease its paid up capital by deleting the shares registered which are unable to be disposed.

The purchase of the shares back as mentioned in the first paragraph, the disposal and the deduction of the shares as mentioned in the third paragraph shall be in compliance with the terms and procedures as prescribed in the Ministry Regulation.

 

CHAPTER III THE TRANSFER OF SHARES

 

Article 9

 

The Company's shares can be transferred without restrictions, except in the following cases:

 

  1. the transfer of shares is prejudiced against the rights or interests which the Company is entitled to receive under the law; or
  2. The transfer of shares that takes the holdings of foreigners to more than 49 percent of the total issued shares of the Company, unless permitted by the laws, rules, regulations or the orders of the Ministry of Finance and/or relevant government agencies.

 

Article 10

 

During the twenty-one day-period prior to the day fixed for each meeting of the shareholders, the Company shall close the registration of the transfer of share by notifying the shareholders at its head office or its branches not less than fourteen days prior to the date the Company commences to suspend the registration of the transfer of share.

 

Article 11

 

The transfer of share shall be valid upon the transferor's endorsement of the share certificate by stating the name of the transferee, affixing signatures of both the transferor and the transferee and delivering the share certificate to the transferee. The said transfer of share may be set up against the Company upon the Company have received the request for registration of the transfer of share and it may be set up against an outsider only after the Company has registered the transfer of share.

Upon the Company considers such transfer lawful, it shall register the transfer of share within fourteen days from the date of receipt of the request. If the Company considers such transfer is incorrect or invalid, it shall inform the applicant within seven days.

If the shares of the Company have been registered as the listed securities in the Stock Exchange of Thailand, the transfer of share shall be in accordance with the Public Company Act or the Securities and Exchange Act.

 

Article 12

 

In the case that any transferee of shares wish to acquire a new share certificate in its name, he shall send a request to the Company in writing bearing signatures of the share transferee and certified by at least one witness and return the old share certificate or other evidence to the Company. If the Company considers such transfer of share lawful, it shall register the transfer of share and issue a new share certificate within the time prescribed under the law.

 

Article 13

 

Upon the death or bankruptcy of any shareholder of the Company, if any person is entitled to such shares for whatsoever reason, such person shall produce lawful evidence before the Company. If the Company considers such evidence to be correct, the Company shall register the transfer of share and issue a new share certificate within the time prescribed under the law.

 

CHAPTER IV BOARD OF DIRECTORS

 

Article 14

 

The board of directors of the Company shall consist of not less than five members and not exceeding 12 members. Not less than one-half of the directors shall reside within the Kingdom of Thailand.

The board of directors shall appoint one of its members to be the chairman and, if deemed appropriate shall appoint one or more of its members to be the vice-chairman.

 

Article 15

 

The director of the Company must be the ordinary person and

 

  1. become sui juris;
  2. not in bankrupt, incompetency or quasi-incompetent;
  3. never been subjected to the sentence by the final judgment of the court to punish with the imprisonment in the offence relating to the property by non good faith;
  4. never been punished to terminate or leave from the government body or government authorities by non good faith to its duties.

 

Article 16

 

Directors of the Company shall be elected by the shareholders' meeting under the following terms and conditions:

 

  1. each shareholder shall have a number of votes equal to the number of shares held. One share equals one vote.
  2. votes shall be cast for either an individual or the whole board of directors as deemed appropriate at the meeting of shareholders. In the election for either an individual or the whole board of directors, each elected person shall receive votes from the shareholder in the full amount of shares held by the shareholder under (1). The shareholder shall not allot his or her votes to any person in any number.
  3. after the vote, the candidates shall be ranked in order descending from the highest number of votes received to the lowest, and shall be appointed as directors in that order in the amount required in the election. Where there is an equality of votes cast for candidates in descending order causing the number of directors to be exceeded, the remaining appointments shall be made by drawing lots in a manner determined by the chairman.

 

Article 17

 

Any person becomes director of the Company need not to be shareholder of the Company.

 

Article 18

 

At every annual general meeting, one-third of the directors shall vacate in proportion, If the number of directors is not a multiple of three, the number of directors closest to one-third shall vacate. In subsequent years, the director who has held office longest shall vacate.

A retiring director is eligible for re-election.

 

Article 19

 

Any vacancy occurring in the board of directors otherwise than by rotation under Article 18, director shall vacant as follows:

 

  1. death
  2. resignation
  3. disqualified or prohibited as prescribed under the laws
  4. the resolution of the shareholders' meeting has passed by the affirmative vote of a majority of not less than three-fourths of the votes of the shareholders presented in the meeting and the shares held by such shareholders are not less than one-half of the shareholder presented and have the right to vote
  5. the court's order to vacant.

 

Article 20

 

Any director wishes to resign may send the resignation letter to the Company. The resignation shall be effective from the date of such letter reached the Company.

 

Article 21

 

In case of Any vacancy among members of the board of directors occurring otherwise than by rotation, the board of directors may elect any person having qualifications and not prohibited prescribed under the law as director to fill the vacancy in the next meeting, unless the remaining duration of the director's term of office is less than two months. Any person so appointed shall retain his office during such time only the remaining term of the vacating director.

The resolution of the board of directors under the first paragraph shall be supported by a vote of not less than three-fourths of the number of remaining directors.

 

Article 22

 

In case the number of directors is reduced to less than a quorum, the remaining directors may continue to perform their duties, on behalf of the board of directors, only if to convene a meeting of shareholders to elect new directors to fill the vacancies.

The meeting shall be held within one month from the date on which the number of directors is reduced to less than a quorum

 

Article 23

 

No director shall carry on any business of the same nature as or in competition with that of the Company, nor shall be a partner in any ordinary partnership, or an unlimited partner in any limited partnership, or a director of private company or another company carrying on business of the same nature and competitive to the business of the Company, whether for its own benefit or others, unless he has informed to the shareholders' meeting prior to being elected.

 

Article 24

 

The board of directors shall hold a meeting at least once every quarter. The meeting may be taken in any places as the board of directors deems appropriate.

The board of directors' meeting shall consist of one-half of total of directors present at the meeting to constitute the quorum. If at any time the chairman is absent or is unable to perform the duty and there is vice-chairman, the vice-chairman shall act as chairman of the meeting. If there is no vice-chairman or is unable to perform the duty, the meeting shall elect one of the directors presented at the meeting to act as chairman of the meeting.

All resolutions of the board of directors' meeting shall be passed by the affirmative vote of a majority of the directors. One director shall have one vote but any director who has the interest in any matter shall have no right to vote for such matter. In case of an equality of votes, the chairman has a casting vote.

 

Article 25

 

The chairman of the board of directors shall be the person who calls the meeting of the board of directors. The chairman or person assigned by the chairman shall send a notice summoning the meeting to the directors not less than seven days prior to the date of the meeting. However, in the case that there arises the necessity and urgency to safeguard the rights and interest of the Company, a meeting may be convened by other means and the date of the meeting may be scheduled sooner. However, if such a meeting is held through electronic media, the Company is able to send a notice summoning the meeting through electronic mail.

Two directors or more may request for holding of the board of directors’ meeting. The chairman shall determine the date of the meeting to be held within fourteen days upon receipt of the request.

The chairman of the board of directors or person assigned by the chairman may determine that the meeting is held through electronic media in accordance with the forms, methods, guidelines and standards as prescribed by the applicable and/or relevant laws, criteria, rules and/or orders, including any further changes thereof.

 

Article 26

 

The board of directors shall be empowered to conduct the business of the Company in accordance with the objectives, Articles of Association and resolutions of the shareholders' meeting, including:

 

  1. monitor and control the business operation of the Company;
  2. appoint and remove officers and employees of the Company;
  3. pay reward, severance pay to staffs or employees of the Company or any person who worked, temporarily or permanently, for the Company;
  4. pay interim dividend to the shareholders.

 

The board of directors may entrust one or more directors or other person to conduct the Company's business on behalf of the board of directors.

Any acts will be bound to the Company upon any two directors acting jointly sign and affix the seal of the Company.

The board of directors shall have the power to change, alter name and number of the authorized directors to do any acts on behalf of the Company.

 

Article 27

 

The directors shall have the right to receive remuneration from the Company in the form of reward, meeting allowances, gratuity, bonus, or fringe benefit in accordance with regulations of the Company, or the consideration of the shareholders' meeting which may specifically determine the amount or determine the rules either from time to time or to be in full force and effect until the change.

The provision of the preceding paragraph shall not prejudice the rights of the staffs and employees of the Company whom be elected as a director to receive remuneration, and benefits as an officer or employee of the Company.

 

Article 28

 

The board of directors shall be empowered to appoint the number of directors to be an executive board of directors or other board of directors for operating one or more businesses and may determine any conditions. The executive director or other director have the right to receive the remuneration and gratuity as determined by the board of directors but it shall not prejudice the right of executive director or other directors to receive remuneration or other benefits under these Articles of Association as director.

 

Article 29

 

The board of directors shall be empowered to appoint any person as its adviser to provide advice on businesses of the Company and fix the remuneration and gratuity, as it deems appropriate.

 

CHAPTER V GENERAL MEETING OF SHAREHOLDERS

 

Article 30

 

The board of directors shall convene a general meeting of shareholders within four months from the date of fiscal year ended of the Company.

All other general meetings of shareholders shall be called extraordinary meetings. The board of directors may call for an extraordinary meeting whenever they deem fit.

The board of directors may convene a general meeting of shareholders through electronic media in accordance with the forms, methods, guidelines and standards as prescribed by the applicable and/or relevant laws, criteria, rules and/or orders, including any further changes thereof.

 

Article 31

 

One or more shareholders holding an aggregate number of shares not less than ten (10) percent of the total shares sold of the Company may make a written request to the board of directors to call an extraordinary meeting of shareholders at any time, provided that they shall clearly indicate the subject matter and state their reasons in such written request. In such case, the board of directors shall arrange for the meeting of shareholders to be held within forty-five (45) days from the date of receipt of such request from the shareholders.

In case where the board of directors does not arrange for the meeting to be held within the period specified in the first paragraph, the shareholders signing the request or any other shareholders holding an aggregate number of shares as prescribed may call the meeting by themselves within forty-five (45) days from the end of the period specified in the first paragraph. In such case, the meeting shall be considered as duly called by the board of directors, and the Company shall bear the necessary expenses incurred from the arrangement for such meeting and shall facilitate the said arrangement as appropriate.

Where it appears that, at any meeting of shareholders called by the shareholders in accordance with the second paragraph, the number of shareholders attending the meeting is not sufficient to constitute a quorum as prescribed in Article 33, those shareholders under the second paragraph shall jointly reimburse the Company for all the expenses incurred from the arrangement for such meeting.

 

Article 32

 

At a general meeting of shareholders, the board of directors shall provide a notice containing place, day, time, agendas of the meeting and the subject matters to be submitted to the meeting; state clearly whether such matter is submitted for information, approval, or consideration purposes, as the case may be, and shall also include the opinion of the Board of Directors on such matters. Such notice shall be sent to the shareholders and the Registrar not less than seven days prior to the date of such meeting. Furthermore, such notice shall also be published in a newspaper for three consecutive days at least three days prior to the date of the meeting.

 

Article 33

 

At a general meeting of shareholders, not less than twenty-five shareholders (if any) (or proxy-holders or not less than half of the total number of shareholders) shall be present holding not less than one-thirds of the total number of the Company's shares to constitute the quorum, unless otherwise specified under the law.

If no quorum is formed after one hour has lapsed, if it is an extraordinary meeting summoned upon the request of shareholders, it shall be dissolved; but if it is an extraordinary meeting not summoned upon the request of shareholders, another meeting shall be summoned. Notices of such a new meeting shall be sent to the shareholders at least seven days in advance and the quorum for the next meeting is not required.

 

Article 34

 

Any shareholder may appoint in writing any person as his proxy-holder to attend and vote on his behalf at such meeting. The proxy-holder shall submit the proxy to the Chairman of the Board of Directors or the person designated by the chairman of the board of directors at the place of the meeting before the proxy-holder attends the meeting. The proxy must be in accordance with the form as determined by the Registrar.

 

Article 35

 

In casting votes, each shareholder shall have voting rights equal to the number of shares held, one vote for each share of which he is holder. Any shareholder who has in resolution, a special interest in any matter, shall not be entitled to vote on such matter, except voting for the election of directors.

In casting votes, as prescribed in the above paragraph, which relating to one vote for each share of which he is holder shall not apply when the Company has issued the preference shares and has determined that the preference shares has the voting rights less than the ordinary shares.

Unless otherwise specified under these Articles of Association or under the law, the decision or resolution of the shareholders' meeting, whether on the show of hand or on a poll, shall require to be passed by the following affirmative votes:

 

  1. In an ordinary event, the majority votes of the shareholders present and vote at the meeting. In case of an equality of votes, the chairman in the meeting shall have a casting vote.
  2. In case of the Company decides to enter into a connected transaction and/or a transaction which cause an acquisition or disposition of the essential assets and/or the right to acquire or dispose of the essential assets of the Company, provided that the entering into such transaction(s) is requires the consent of shareholders of the Company pursuant to the notifications, regulations or announcements of the Stock Exchange of Thailand and/or the Office of the Securities and Exchange Commission, an affirmative vote shall not be less than three-fourths of the total number of votes of shareholders present and have the right to vote.

 

If the Company decides to enter into any transaction which is deemed as the connected transaction and/or a transaction which cause an acquisition or disposition of the essential assets and/or the right to acquire or dispose of the essential assets of the Company pursuant to the notifications, regulations or announcements of the Stock Exchange of Thailand and/or the Office of the Securities and Exchange Commission, the Company shall comply with such regulations or notifications of the Stock Exchange of Thailand and/or the Office of the Securities and Exchange Commission relating to the criteria, procedures, and disclosure of the connected transactions of the listed company, and/or the criteria, procedures and the disclosure of the acquisition or disposition of the assets of the listed company.

 

Article 36

 

The agendas of ordinary meetings shall be as follows:

 

  1. to consider annual report of the board of directors relating to the business of the Company during the past year;
  2. to approve balance sheet, and profit and loss accounts;
  3. to approve the appropriation of profit;
  4. to elect new directors to replace directors who retire pursuant to article 18 or other causes resulting in a vacancy of a director or to elect additional directors in the case of an increase in the number of directors;
  5. to appoint auditor and to fix his remuneration.

 

Article 37

 

The chairman of the board of directors shall act as chairman of the shareholders' meeting. In the case that he is absent or is unable to perform the duty and if there is the vice-chairman, the vice-chairman shall act as chairman. In the absence of both the chairman of the board of directors and vice-chairman or they are unable to perform the duty, the meeting shall elect one of the shareholders present to act as chairman of the meeting.

 

Article 38

 

The duty of the chairman is to control the meeting according to the Articles of Association of the Company. The meeting shall proceed according to the agendas respectively as specified in the notice unless the shareholders' meeting resolved to change the agenda by the affirmative votes of the shareholders holding not less than two-thirds of the shareholders attending the meeting.

After all agendas specified under the first paragraph have been considered, shareholders holding not less than one-third of the total number of distributed shares may request the meeting to consider other matters not specified in such notice.

 

CHAPTER VI BOOKS AND ACCOUNTS

 

Article 39

 

The fiscal year of the Company shall commence on the 1st day of January and end on the 31st day of December of every year.

 

Article 40

 

The Company shall cause account to be made and kept together with the examination under the laws concerned.

 

Article 41

 

Balance sheets and profit and loss accounts shall be made twice a year: one for the first six month-period of the year ending in June, and another for the second six month-period of the year ending in December.

The board of directors shall arrange balance sheets as well as profit and loss accounts to be duly certified by the auditor prior to proposal to the shareholders' meeting.

 

Article 42

 

The board of directors shall provide the following documents to be sent to the shareholders together with the notice of the annual general meeting:

 

  1. certified copies of balance sheets and profit and loss accounts together with report of the auditor;
  2. annual report of the board of directors.

 

Article 43

 

No dividend shall be paid otherwise than out of profits. If the Company has incurred accumulated losses, no dividend shall be paid.

The board of directors may appropriate the net profit remaining after paying dividend as per the resolution of the shareholders or after paying interim dividend (if any), or appropriate the net profit shown in the balance sheets and profit and loss statements, and the financial statements, which have been audited, as any reserve or reserve for capital fund of the Company, as the board of directors may deem appropriate. In addition, the board of directors shall have authority to change reserve for capital fund or any reserve which has been appropriated, as it may deem appropriate, with the exception of reserve fund under Article 44.

The board of directors may consider making interim dividend payment to the shareholders from time to time when it deems that the Company has enough profit to do so, and the payment of such dividend shall be reported to the shareholders in the next meeting.

The dividend payment shall be made within the time prescribed by the law. The notice of such dividend payment shall be sent to the shareholders and published in a newspaper.

 

Article 44

 

The Company shall arrange part of the net profit as a reserve fund at least five percent of the net annual profits less accumulated loss (if any) until the reserve fund reaches one-tenths of the registered capital.

 

Article 45

 

In the case that the Company has not yet disposed the shares according to the number registered or the Company has registered the capital increase, the Company may pay dividend partly or wholly by issuing the new ordinary shares to the shareholders subject to the approval from the shareholders' meeting.

 

Article 46

 

The auditor must not be director, staff, employee or person who retain position in the Company.

 

Article 47

 

The auditor shall be elected and his remuneration fixed every year by the annual general meeting of shareholders. The retiring auditor may be re-elected.

Article 48

 

The auditor shall attend every shareholder's meeting in which the balance sheet, profit and loss account and problem relating to the account of the Company are considered in order to clarify the audit to the shareholders. The Company shall send to the auditor report and document of the Company which the shareholders may receive in the shareholders' meeting.

 

Article 49

 

The auditor shall have access to books, accounts and documents relating to income, expense including assets or liabilities of the Company during the office hour of the Company, and may enquire any director, officer, employee or person under any position of the Company and the representative of the Company for the purpose of clarifying the facts or send information in relation to the business operation of the Company.

 

Article 50

 

The Company shall send to the Registrar the annual report together with copies of balance sheet, profit and loss account examined by the auditor and approved by the shareholder's meeting, and copies of the minutes of the shareholders meeting relating to the approval of balance sheet, the allocation of profit and dividend duly signed by the authorized persons of the Company. The balance sheet shall be advertised to the public in the newspaper at least one day within one month from the date of approving by the shareholders' meeting.

 

CHAPTER VII ADDITIONAL PROVISION

 

Article 51

 

Upon the resolution of the shareholders' meeting, the Company may transfer its reserve fund under Section 51 and Section 116 of the Public Company Act or other reserve fund in order to compensate the accumulated losses of the Company.

For the compensation of the accumulated losses under the above paragraph, other reserve fund shall be firstly deduct and then reserve fund under Section 116 and Section 51 of the Public Company Act shall be deducted respectively.

 

Article 52

 

All notices required to be sent by these Articles of Association shall be made in writing and sent by registered post or by messenger and shall be advertised in a local daily Thai newspaper published in the area where the Company's head office is located for at least three consecutive days.

 

Article 53

 

The seal of the Company is as affixed here to.