Proposed amendment of Articles of Association

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Proposed Amendment of Articles of Association No. Current Articles Proposed Amendment of Remark of Association Articles of Association 1. 6.All the 6. Shares of the Company are To make clear as Company's ordinary shares and shall be advised by the shares shall be equal in value and entered Stock Exchange of paid in full in name share certificate. Thailand amount of share Each share of the Company value by money shall be paid in full amount or assets other of share value by money or than money and assets other than money. the share The share subscriber or subscribers or the share purchaser cannot set- share purchasers off any debts with the cannot make any Company. set-off with the Company. The Company's shares can be freely transferred; however, if any transfer of shares results in the proportion of foreign shareholding exceeding that prescribed in Clause 3. of the Articles of Association above, or such transfer of shares causes the Company's loss of rights and entitlement under the law, the Company may refuse to register such transfer of shares. 2. 7. A transfer of 7. A transfer of shares shall be To be in shares is valid and effective against a compliance with completed once third party if such is the public limited the transferor conducted in compliance company law and endorses the with the laws. the securities and share certificate stock exchange by specifying the law No. Current Articles Proposed Amendment of Remark of Association Articles of Association name of the transferee and has the signatures of both the transferor and the transferee affixed, and delivers the share certificate to the transferee. A transfer of shares shall bind the Company when the Company receives an application for the transfer of shares registration, and shall bind the third parties when the Company registers the transfer of shares. Where the Company considers that a transfer of shares is legal, the Company shall register the same within 14 days from the date the application is received. If a transfer of shares is incorrect or incomplete, the Company shall notify the applicant within 7 days. If the Company's shares are registered as registered securities listed No. Current Articles Proposed Amendment of Remark of Association Articles of Association on the Stock Exchange of Thailand, the transfer of shares shall be in accordance with the law on securities and stock exchange. As for the transfer of other types of securities whether being registered as the registered securities listed on the Stock Exchange of Thailand, it shall be conducted in accordance with the law on securities and stock exchange. 3. 8.The Company 8. The Company has To make clear as may appoint the appointed Thailand advised by the Stock Exchange Securities Depository Co., Stock Exchange of of Thailand to be Ltd. as the Company's Thailand the share share registrar. The registrar of the Company's registration Company. procedures shall be as set forth by such share The share registrar. certificate shall The share registrar may be signed by or affix his/her name to the printed with the share certificate or any signatures of at other securities certificate least two by signing or by using a directors. machine, computer or any However, the other method in accordance directors may with the law on securities appoint the share and stock exchange. registrar according to the law on securities and stock exchange to sign No. Current Articles Proposed Amendment of Remark of Association Articles of Association or print such signatures on their behalves. To allow the 4. 10. The issuance of 10. The Company shall not own Company to securities in the its shares or accept pledge repurchase its forms of of its shares, except in the shares under the debentures, bills, following circumstances: law on public investment units, (1) the Company may limited company warrants repurchase its shares representing the from dissenting rights to shareholders who vote purchase against a resolution of ordinary shares, the Shareholders' warrants Meeting approving an representing the amendment to the rights to Articles of Association purchase of the Company debentures, regarding voting rights warrants and the right to receive representing the dividends which, in rights to their opinion, is purchase the considered unfair; investment units (2) the Company may or securities or repurchase its shares other for financial instruments management purposes offering for sale when the Company has to the accumulated profits Shareholders or and excessive liquidity, to other persons, provided that the share shall be made in repurchase will not accordance with cause financial trouble the rules and to the Company. procedures In this regard, shares held prescribed by by the Company shall not the law on be counted towards public limited constituting a quorum for companies, or the Shareholders' Meeting law on securities and shall carry no voting and stock right as well as no right to exchange. receive dividends. The Company shall dispose of the repurchased shares as mentioned in the previous paragraph within the period No. Current Articles Proposed Amendment of Remark of Association Articles of Association prescribed in the pertaining ministerial regulation. If the Company fails to do so or is unable to complete the disposition within the prescribed period, the Company shall reduce its paid-up capital by writing off such repurchased but unsold shares. The repurchase, disposition and writing off of the repurchased but unsold shares as mentioned above shall be conducted in accordance with the rules and procedures as prescribed in the ministerial regulation. The repurchase of shares shall be approved by the Shareholders' Meeting, except the repurchase of shares of the Company in an amount of not exceeding ten (10) percent of the paid- up capital shall be approved by the board of directors. To combine 5. Chapter 3 Chapter 3 Clause 10. and Issuance ofOther Types of Issuance of Other Types Clause 11. Securities and of Securities and together and have Transfer of Transfer of Securities only one clause Transfer of (Clause 11.) in 10. - Cancelled and moved Securities Chapter 3 to Clause 10. of "Issuance of Chapter 2 re: 10. The issuance of Other Types of repurchase of shares - securities in the Securities and forms of 11. The issuance, offering Transfer of debentures, bills, and transferof Securities in investment units, securities to the public order to comply warrants or other persons shall with the public limited company representing the be conducted in rights to accordance with the law purchase law on public limited ordinary shares, companies, or law on warrants securities and stock representing the exchange. rights to No. Current Articles Proposed Amendment of Remark of Association Articles of Association The transfer of other purchase securities listed on the debentures, Stock Exchange of warrants Thailand or other representing the secondary market rights to other than ordinary purchase the shares shall be investment units conducted in or securities or accordance with the other law on securities and instruments stock exchange. offering for sale to the The word "securities" Shareholders or shall be as defined in to other persons, the law on securities shall be made in and stock exchange. accordance with the rules and procedures prescribed by the law on public limited companies, or law on securities and stock exchange. 11.Transfer of securities stated in Clause 10. may be made freely and the procedures for the transfer of shares in Clause 6. shall relatively apply.