Objective

Land and Houses (Public) Co., Ltd. has strong intention to maintain principle of good governance and equal practice to all shareholders. Prior to the Annual General Meeting, in order to promote full exercise of the shareholders’ rights and their participations in the shareholders’ meetings for the benefits of the Company and shareholders as a whole, the Company hereby allows the shareholders to have opportunities to propose an agenda, deemed to be important and beneficial to the Company, which may be selected to be included in the Annual General Meeting agenda and/or to nominate the candidate (s) for being a director.

Definitions

"Company"

means Land and House (Public) Co., Ltd.

"Board"

means the Board of Directors of Land and House (Public) Co., Ltd.

"Agenda"

means the agenda of the Annual General Meeting.

Qualifications of the shareholder eligible to propose the Annual General Meeting’s agenda and/or to nominate the candidate for director

  1. Being one or combined shareholder (s) of the Company;
  2. Holding at least 0.1% of the total shares of the Company (one or combined shareholders);
  3. Holding the company’s shares for at least 12 consecutive months until the date of proposing the Annual General Meeting’s agenda of and/or to nominate the candidate for director;

1. The Proposal of the Agenda

Procedure and Methods

1.1 The proposal that will not be included as an agenda;

  • The proposal that violates the laws, rules and regulations of any governmental authorities or is not in compliance with the objectives, regulations, resolutions of the shareholders’ meetings or the principle of good governance;
  • The proposal that is beyond the control of the Company;
  • The proposal proposed by the shareholder who does not have qualification as stipulated herein;
  • The proposal that contains incomplete data, documents or evidences or with false or ambiguous statements or not being submitted within the period specified herein;
  • The proposal that has already been within the management power of the Company’s Board of Director except the one that may cause material effect to shareholders in general;
  • The proposal for the matter which has already been handled by the Company;
  • The proposal that is considered, upon the discretion of the Board of Directors, as not being beneficial to the Company’s operations;

1.2 Shareholder who is fully qualified under the criteria mentioned herein shall complete the “Agenda Proposal for the Annual General Meeting Form” and attach the shareholding evidences as follows:

Download
Form of Proposing Matters to be Included in the Agenda of the Annual General Meeting
  • Evidence of shareholding which is the certificate issued by the security company or the document issued by Thailand Securities Depository Co., Ltd. or issued by the Stock Exchange of Thailand (SET);
  • Identification document – For a natural person, the identification document shall be a certified copy of ID card or a certified copy of passport (for foreigner). For a juristic person, the identification document shall be a certified copy of company affidavit along with certified copy of ID card(s) or passport(s) (for the foreigner (s)) of its authorized director (s).

    • The above-mentioned documents and supporting evidences shall be submitted to the Secretary to the Board of Directors from November 1, 2023 until January 31, 2024 to the address below:

The Secretary to the Board of Directors
of Land and House (Public) Co., Ltd.
No.1 Q-House Lumpini, 38th Floor, South Sathorn Road,
Thung Mahamek, Sathorn, Bangkok 10120

1.3 In the event when several shareholders jointly propose the same meeting agenda, all of them shall complete an “Agenda Proposal for the Annual General Meeting Form” and jointly affix their signatures as evidence in 1 (one) set and submit it to the Board of Directors. In the event when the shareholder wishes to propose more than 1 agenda, the shareholder shall prepare 1 set of “Agenda Proposal for the Annual General Meeting Form” per each agenda.

1.4 Independent directors of the Company will scrutinize the proposal before submitting to the Board of Directors. The proposal approved by the Board of Directors will be included as the agenda of the Annual General Meeting. In the event when the proposed agenda has not been approved by the Board of Directors, the reasons will be informed to the shareholders through the Company’s website or other appropriate channels of communication.

2. The Nomination of Candidate for Director

Procedure and Methods

2.1 The person who will be nominated as the candidate for director must be fully qualified according to the law governing the limited public companies, the law governing securities and other related laws as well as the announcements of the Office of Securities and Exchange Commission and shall have knowledge, abilities, honesty, integrity and management ethics.

2.2 The shareholder who is fully qualified under criteria mentioned herein shall complete the “The Nomination of Candidate for Director Form” and attach the shareholding evidences as follows:

Download
Form of Nomination of Candidate for Director
  • Evidence of shareholding which is the certificate issued by the security company or the document issued by Thailand Securities Depository Co., Ltd. or issued by the Stock Exchange of Thailand (SET);
  • Identification document – For a natural person, the identification document shall be a certified copy of ID card or a certified copy of passport (for foreigner). For a juristic person, the identification document shall be a certified copy of company affidavit along with certified copy of ID card(s) or passport(s) (for the foreigner (s)) of its authorized director (s).
  • The evidence showing that the consent of the person who is nominated as a candidate and the supporting documents for qualifications consideration i.e. educational records and work histories including other supplementary documents in favor of the consideration thereof (if any);

    • The above-mentioned documents and supporting evidences shall be submitted to the Secretary to the Board of Directors from November 1, 2023 until January 31, 2024 to the address below:

The Secretary to the Board of Directors
of Land and House (Public) Co., Ltd.
No.1 Q-House Lumpini, 38th Floor, South Sathorn Road,
Thung Mahamek, Sathorn, Bangkok 10120

2.3 In the event when several shareholders jointly nominate a candidate, all of them shall complete the “The Nomination of Candidate for Director Form” and jointly affix their signatures as evidence in 1 (one) set and submit it to the Board of Directors. In the event when the shareholder wishes to propose more than 1 candidate, the shareholder shall prepare 1 set of “The Nomination of Candidate for Director Form” form per each candidate.

2.4 The Nominating Committee of the Company shall consider, scrutinize and select the list of candidate proposed by the qualified shareholder(s) who submitted complete related documents, evidences and enough data and submit to the Board of Directors for consideration. The candidate(s) who is approved by the Board of Directors shall be included in the agenda for election as the Company’s director in the Annual General Meeting. In the event when there is any candidate(s) who has not been approved by the Board of Directors, the reasons will be informed to the shareholders through the Company’s website or other proper channels of communication.