Right of Shareholders

The Company thus encourages shareholders to exercise their protected basic rights. In this respect, shareholders shall be informed of the Company's correct, complete, sufficient and up-to-date information and news, including the right to attend the shareholders' meeting, the right to appoint a proxy to attend and vote at the meeting, the right to share opinions and make inquiries in the shareholders' meeting in order to jointly make decisions on the Company's important matters, e.g., profit allocation, election of directors, determination of remuneration for directors, appointment of the auditor, determination of the audit fees, and approval of important transactions which may affect the Company's business direction, etc. The Board of Directors clearly sets out the corporate governance policy that the Company shall encourage shareholders to exercise their basic rights without taking any actions violating or infringing shareholders' rights. The guidelines for best practices towards shareholders are as follows:

Annual Ordinary General Meeting of Shareholders

1. The Company assigns Thailand Securities Depository Company Limited, as its share registrar, to deliver the notice of the shareholders' meeting and supporting documents to all shareholders in advance at least 21 days prior to the meeting date, whereby the notice of the meeting shall contain complete and clear details on the day, time, place and agenda items, as well as clearly specifying objectives, reasons, and opinions of the Board of Directors on each item of the proposed agenda to ensure that shareholders acknowledge matters to be considered in the meeting in order to serve as a factor for consideration of deciding to attend the meeting, and that shareholders obtain information in support of their decision making in advance prior to the meeting. In this regard, the Company shall avoid adding other agenda items requiring the meeting's resolution without prior determination in the shareholders' meeting, which is deemed to be unfair treatment towards shareholders absent from the meeting.
2. In the annual ordinary general meeting of shareholders, the Company shall regularly propose the remuneration for directors to shareholders for consideration and approval on a yearly basis as well as proposing the policy to determine remuneration, including criteria for provision of the remuneration for directors in support of shareholders' consideration.
3. The Company allows shareholders to vote to elect directors on an individual basis, by nominating directors to shareholders for voting on an individual basis in order for shareholders to have the right to truly elect directors of their choice.
4. The Company provides an opportunity for shareholders to propose items of the agenda of the shareholders' meeting and nominate directors, by way of the Company's announcement via the channels of the Stock Exchange of Thailand and the Company's website, together with notice of detailed and clear criteria for consideration of acceptance of the proposed matters. Shareholders are allowed to propose agenda items and nominate directors in advance directly via the Company's website.

5. The Company allows shareholders to make inquiries and provide their opinions in advance to the Board of Directors on any matters relating to the Company, which would be answered in the shareholders' meeting, by way of announcement via the channels of the Stock Exchange of Thailand and the Company's website, directly to the Company Secretary via the Company's website or E-mail address: company_secretary@ckplc.com. And during the meeting, the Chairman of the Board of Directors who presides over the shareholders' meeting allows and encourages shareholders to share opinions and ask questions concerning related matters at the meeting. Further opinions opinions or questions relating to agenda agenda items are allowed after the end of the report or presentation of each agenda item, while further opinions or questions relating to other matters than agenda items are allowed after the meeting has already proceeded in accordance with all agenda items.

   For the 2024 Annual Ordinary General Meeting of Shareholders, no shareholder proposed an agenda item or submitted a question in advance; and the shareholders' meeting was notified of such matter prior to proceeding with the meeting in accordance with the agenda.

6. The Company has a policy to encourage all groups of shareholders, particularly institutional investors, to attend the shareholders’ meeting, whereby prior registration shall be available, at shareholders’ convenience.

7. The Company uses the barcode system and the meeting program provided by InvenTech Systems (Thailand) Co., Ltd. in the shareholders’ meeting, including registration, voting, counting of votes and display of the voting results to ensure the rapid, correct and precise conduct of the meeting.

   In 2024, the Company held the Annual Ordinary General Meeting of Shareholders via electronic means (EMeeting) in accordance with the Emergency Decree on Electronic Meetings B.E. 2563 (2020) and the Announcement of the Ministry of Digital Economy and Society Re: Security Standards for Meetings via Electronic Media B.E. 2563 (2020), and also allowed its shareholders to attend the E-Meeting via such system. The Company provided an electronic meeting service provider with expertise and certification from relevant agencies as follows:

   • Cisco Webex meeting control system that has been certified; and
   • Inventech Connect voting system that has been self-assessed by the Electronic Transactions Development Agency (ETDA).
8. The Company arranges for its legal advisor and at least two shareholders’ representatives to serve as witnesses in the counting of votes, to ensure transparency and compliance with the laws and articles of association. The Chairman of the Board of Directors who presides over the shareholders’ meeting introduces the examiners of the vote counting to the meeting and arranges to have it recorded in the minutes of the meeting, with the voting results showing all favorable votes, unfavorable votes, abstaining votes, and voided voting cards. As for the voting results, shareholders may examine such results, as the Company discloses the resolutions, together with the voting results, in each agenda item at the meeting.
9. The Company shall specify complete details on agenda items in the notice of the shareholders’ meeting, consisting of:
   • To consider the election of directors, by specifying names, surnames, education, work experience, number of listed and general companies in which they hold office as director, including nomination procedures and criteria, category of nominated directors, such as directors or independent directors, together with information on attendance at the previous meetings, and period/years of holding office as director in the Company.
   • To consider the appointment of an auditor, by clearly specifying the auditor’s name, company, auditing license, experience and capabilities, years of audit service for the Company, including issues relating to independence and remuneration for the auditor.
   • To consider and approve dividend payment, by notifying the Company’s policy on dividend payment, proposed dividend rate, and reasons and supporting information, including suspension of dividend payment.
   • The notice of the meeting shall clearly contain facts and reasons for each agenda item, including the opinion of the Board on each agenda item.
10. The Company efficiently prepares the minutes of the shareholders’ meeting covering significant details on various matters as follows:
    • Record of clarification on the voting procedures, by notifying shareholders of the voting method and counting by using voting cards, including the method of display of the results of votes, prior to the meeting.
    • Record of questions posed by the shareholders and answers or opinions on various items at the meeting to allow the shareholders absent from the meeting to acknowledge the same.
    • Clear record of resolutions of the meeting, together with such votes on each agenda item to agree, disagree and abstain on all items requiring voting.
    • Record of the list of attending directors and absent directors, together with their positions, for review of the directors’ participation in each shareholders’ meeting.
    In this regard, the Company has publicized the resolutions of the shareholders’ meeting via the SET’s news system and on the Company’s website within the following business day and also publicized the complete minutes of the shareholders’ meeting on the Company’s website at www.ch-karnchang.co.th within 14 days from the meeting date to enable the shareholders to review such information instead of waiting until the next meeting. Moreover, video presentation of the atmosphere of the shareholders’ meeting is made available on the Company’s website in order to allow shareholders who do not attend the meeting or any persons interested in the Company’s information to acknowledge the details of the meeting other than those recorded in the minutes of the meeting, whereby such video presentation is made available on the Company’s website until the next shareholders’ meeting.
11. The Chairman of the Board of Directors, chairpersons of various committees, namely, the Chairman of the Audit Committee, the Chairman of the Nomination and Remuneration Committee, the Chairman of the Corporate Governance and Risk Management Committee, the Chairman of the Corporate Social Responsibility and Sustainability Committee, the Chairman of the Executive Board, and the President (top management), including auditor and legal advisor of the Company, participate in every annual ordinary general meeting of shareholders to answer questions in relevant matters.
12. The Company greatly realizes the significance of the shareholders’ meeting, i.e., the meeting place must be convenient for the shareholders’ commute, including suitable and sufficient time. The Company thus uses its office as the meeting place, which is located at No. 587 Viriyathavorn Building, Sutthisarnvinitchai Road, Ratchadaphisek Subdistrict, Dindaeng District, Bangkok, and which is convenient for commuting, near a subway station and an expressway on- and off-ramp, by providing a shuttle van service to and from a subway station, with sufficient parking areas for shareholders.
13. The Company has disclosed the structures of shareholdings in the Company and its subsidiaries in a clear, transparent and verifiable manner, without having a pyramid shareholding structure or cross-shareholding within the Company’s group.
14. The Company has a free float greater than 40 percent, whereby the Board of Directors shall hold shares in aggregate not exceeding 25 percent of the Company’s issued shares.
15. The Company’s shareholding proportion of institutional investors in aggregate is more than five percent.
16. The Company has treated shareholders equally regarding share repurchase, by complying with relevant criteria and has opened up an opportunity for shareholders to interact themselves. In the past year, the Company had no cases of violating or failing to follow such criteria.
17. The Company has no shareholders’ agreement which has a material effect on the Company or other shareholders.