Company's Articles of Association

Article 1:

This Articles of Association shall be called the Articles of Association of Central Pattana Public Company Limited.

Article 2:

“Company” means Central Pattana Public Company Limited, unless the contents expressly refer to other company.

Article 3:

Any other matter not mentioned herein shall be governed by the laws governing public limited company or other related laws.

In case the Company is registered as a listed company with the Securities Exchange of Thailand, the laws governing the securities and the securities exchange shall apply.

Article 3 bis:

If the Company or any of its subsidiaries decides to enter into a connected transaction or a transaction involving acquisition / disposal of assets of the Company or that subsidiary, and that transaction is within the scope of a notification of the Securities Exchange of Thailand governing either connected transaction or acquisition / disposal of assets of listed companies (as the case may be), then the Company must comply with the criteria and procedures prescribed by the relevant notification.

Article 4:

All shares of the Company shall be ordinary shares with par value of Baht 0.5 (fifty Satang) per share, and the Company may issue debentures, bills, convertible debentures, preference shares, other debt instruments, capital instruments, certificates representing the rights to purchase debentures, and other securities in accordance with the rules, conditions and methods as specified in the laws governing securities and securities exchange and public limited company.

The preference shares of the Company shall be converted into ordinary shares upon submission by the shareholders of the application for conversion of shares in the form prescribed by the Company, along with the former share certificates.

The Company shall be entitled to offer for sale shares at a price higher than the par value that registered.

Article 5:

The share certificate shall contain the following particulars:

  1. Name of the Company.
  2. Registration number of the Company and the date on which the Registrar accepts the registration of the Company.
  3. Type, value, number of share certificate and number of shares.
  4. Name of shareholders.
  5. Date, month and year of issuance of share certificates.

Article 6:

All share certificates of the Company shall be signed or printed with the signature of at least one director and affix the Company’s seal, but the director may assign the Share Registrar pursuant to the laws governing securities and securities exchange to sign or print on his behalf, without having affixed the Company’s seal.

If the Company appoints the Securities Depository Center Co., Ltd. to act as the Share Registrar of the Company, the procedures for registration works of the Company shall be prescribed by such Share Registrar.

Article 7:

If two or more persons jointly hold or subscribe for shares, either one of them shall be appointed to exercise the right as a shareholder or subscriber, as the case may be.

Article 8:

In making payment for shares, the subscribers or buyers of shares may not offset the debts with the Company.

Article 9:

In case of sale of new shares issued after the registration of the Company, the Company shall issue share certificates to the shareholders within 2 months from the date the Registrar accepts the registration of the Company, or from the date the payment for shares has been received in full, or within the period as fixed by the Stock Exchange of Thailand in case the Company is the listed company in the Stock Exchange of Thailand.

Article 10:

The Company must not hold its own shares or take them in pledge, except a buy back of shares in the following cases:

  1. from any shareholder who objects to a shareholders’ resolution approving any amendments to the Articles of Association concerning the voting rights and dividend entitlements under which he/she considers that he/she is unfairly treated; or.
  2. for the purposes of its financial management in case where the Company has retained earnings and surplus liquidity, but such share buy back must not cause any financial difficulties to the Company.

    The Company must obtain a resolution passed by the shareholders for buying shares back, except the case of the number of shares to be bought back not exceeding ten (10%) per cent of the total paid-up capital where by such share buy back can be approved by the board of directors of the Company.

    The Company must sell or dispose of all of the bought back shares, subject to the first paragraph, within the period specified in the Ministerial Regulation. Otherwise, the Company must proceed to cancel the unsold shares it holds through a reduction of paid-up capital.

    The share buy back under the first paragraph and the sale or disposal of the bought back shares and the reduction of paid-up capital process pursuant to the third paragraph shall be in accordance with the rules and methods as prescribed in the Ministerial Regulation.

Article 11:

The shares of the Company shall be transferable without limitations unless such limitations are for maintaining the ratio of shareholdings between Thai and alien pursuant to Article 12. hereof.

Article 12:

The shares of the Company are transferable without any restriction except the case where the shares are transferred from Thai shareholders to an alien in which the Company has reached thirty (30%) per cent of the total number of shares held by alien.

Otherwise than the transfer of shares under the first paragraph, alien may hold the shares issued by the Company in the events and under the conditions as follows:

  1. The shares issued for exercising the conversion right from the convertible debentures or exercising the right under share warrants issued by the Company issues and offered to sell to alien, provided that such shareholding must not cause the ratio of shares held by alien exceeding thirty-three (33%) per cent of the total number of shares issued by the Company.
  2. In addition to Article 12 (1), alien may hold the shares issued by the Company in the following cases, provided that the ratio of the shares held by alien, at that period, is not reached thirty (30%) per cent of the total number of shares of the Company.
    • holding of new shares issued under the former shareholder’s right;
    • subscribing for shares for public offering;
    • issuing the dividend shares;
    • converting from the convertible debentures or exercising its right under warrant in the cases other than provided in (1);
    • subscribing for or holding of new shares issued by the Company by any other methods in accordance with the laws.

    Nevertheless such shareholding must not cause the ratio of shares held by alien exceeding thirty (30%) per cent of the total number of shares of the Company.

  3. In addition to Article 12 (1), alien may hold the new shares in the following cases even though the ratio of shares held by alien is reached thirty (30%) per cent of the total number of shares of the Company.
    • holding of new shares issued under the former shareholder’s right;
    • subscribing for shares for public offering;
    • issuing the dividend shares;
    • converting from the convertible debentures or exercising the rights under warrant in the cases other than provided in (1);
    • subscribing for or holding of new shares of the Company by any other methods in accordance with the laws.

    Nevertheless, such shareholding must not cause the ratio of shares held by alien increasing from the ratio of shares held by alien at that period and those shares held by alien must not exceed thirty-three (33%) per cent of the total number of shares of the Company.

Article 13:

Transfer of shares shall be valid upon endorsement on the reverse side of the share certificate by the transferor, stating the name of transferee, signed by the transferor and the transferee and having delivered the share certificate to the transferee.

In case the shares of the Company are registered as securities with the Securities Exchange of Thailand, the transfer of shares shall be in accordance with the laws governing securities and securities exchange.

The transfer of shares may be used against the Company upon receipt by the Company of the application for registration of transfer of shares and may be used against any other person only after the Company has registered the transfer of shares in the share register.

Upon the receipt of the application for registration of transfer of shares, if the Company considers that the transfer of shares is legal, the Company shall register the transfer of shares within 14 (fourteen) days from the date of receipt of the application. If the Company considers such transfer to be incorrect or invalid, it shall inform the applicant within 7 (seven) days.

Article 14:

The Company shall keep a Register of Shareholders containing names, address, nationalities, type, value, share certificate number and number of shares of each shareholder, including date, month and year of registration of shareholdership or of termination of shareholdership.

The names, addresses and number of shares of shareholders as appeared in the Register of Shareholders shall be deemed true and correct names, addresses and number of shares of shareholders.

Article 15:

In the course of 21 (twenty-one) days prior to each meeting of the shareholders, the Company may cease to accepts registration of share transfer by notifying the shareholders in advance at the head office and at every branch office of the Company not less than 14 (fourteen) days prior to the date the registration of share transfer shall be ceased. The Company may assign the Securities Exchange of Thailand to act as the Share Registrar of the Company.

Article 16:

The directors of the Company need not be elected from among the shareholders of the Company. The third person who is appointed by the meeting of shareholders, and giving his consent to such appointment shall be eligible to be the director of the Company.

Article 17:

The Board of Directors of the Company shall consist of not less than 5 (five) members and not less than one-half of all members of director shall have residence within the Kingdom.

Article 18:

The directors shall be natural persons who:

  1. are sui juris;
  2. are not bankrupt, incompetent persons or quasi-incompetent persons;
  3. have never been imprisoned by final judgment for offernces relating to property committed in dishonesty;
  4. have never been dismissed or removed from government service, or a government organization or a government agency in punishment for dishonesty in performing their duties.

Article 19:

The meeting of shareholders shall elect directors in accordance with the following rules and procedures:

  1. Election of directors shall be made by majority vote whereby each shareholder shall have one vote for each share held by him.
  2. Each shareholder shall exercise all of his voting rights to elect the persons nominated for directors, one at a time.
  3. The persons receiving the highest votes shall be elected as directors in respective order of the votes for the number of directors of the Company, or for the number of directors which should be elected at such election. In case of tie votes causing the number of person elected to be in excess of the number to be elected at such meeting, the chairman shall have a casting vote.

Article 20:

At every annual ordinary meeting of shareholders, one-third (1/3) of the directors of the Company shall retire from office. If the number of directors cannot be divided into a multiple of three, the number of directors nearest to one-third (1/13) shall retire. The directors to be retired from office in the first and second year following the registration of the Company shall be made by drawing lots. For subsequent years, the director who has held office longest shall retire.

The retiring directors under the preceding paragraph shall be entitled to be re-elected.

Article 21:

Otherwise than retirement by rotation, the directors shall vacate office upon:

  1. death;
  2. resignation;
  3. loss of qualifications or disqualification under Article 18. hereof;
  4. removal by a resolution of the meeting of shareholders passed under Article 24. hereof;
  5. removal by a court order.

Article 22:

Any director desires to resign from his office shall submit his resignation letter to the Company and the resignation shall be effective on the date the resignation letter reaches the Company.

The director who has resigned under the first paragraph may notify the Registrar, of his resignation for the latter’s information.

Article 23:

In case of any vacancy occurs in the Board of Directors otherwise than by rotation, the Board of Directors shall elect a person who has the qualifications and who is not disqualified under Article 17. hereof to be the director as replacement at the following meeting of the Board of Directors, unless the remaining duration of the director’s term of office is less than 2 (two) months. A person so elected shall hold office for the remaining term of office of the director whom he replaces.

The resolution of the Board of Directors under the first paragraph shall be supported by a vote of not less than three-fourths (3/4) of remaining directors.

Article 24:

The meeting of shareholders may pass a resolution removing any director prior to retirement by rotation by a vote of not less than three-fourths (3/4) of the number of shareholders attending the meeting and having and having the rights to vote and having shares collectively at not less than one half of the number of shares held by shareholders attending the meeting and having the voting rights.

Article 25:

The Board of Directors shall elect one director among themselves to be the chairman of the Board of Directors, and in case the Board of Directors find it appropriate, the Board of Directors may elect one or several directors as vice chairman who shall have the duties according to the Articles of Association in the businesses assigned by the chairman of the Board of Directors. However, the chairman and the vice chairman so elected shall hold office as long as they remain the director of the Company

The chairman shall act as the chairman at the Board of Directors’ Meeting and the shareholders’ Meeting. In case of the chairman is absent or is unable to discharge his duties, if the vice chairman are presented, one of them shall take the chair, but if there is no vice chairman or there is one but he is not able to discharge his duties, the directors or shareholders (as the case may be) present at the meeting shall elect one of the said directors or shareholders (as the case may be) to be the chairman of the meeting.

Article 26:

At a meeting of the Board of Directors, there shall be directors attending the meeting at no less than one half of the total number of directors in order to constitute a quorum. In the event the chairman is absent or is unable to discharge his duties, the provisions of paragraph 2, Article 25 shall apply to the extent applicable. Decisions of the meeting shall be made by majority vote. Each director shall have one vote, but the director who has interests in any matter shall have no right to vote on such matter. In case of a tie vote, the chairman of the meeting is entitled to a casting vote.

Article 27:

In summoning for a meeting of the Board of Directors, the chairman or the person assigned by him shall submit notices calling for a meeting to the directors not less than 7 (seven) days prior to the date of the meeting. However, in case of necessity and urgency for the purpose of maintaining the rights or interests of the Company, the summon for a meeting may be made by other methods and the date of the meeting may be fixed sooner.

In case two or more directors request for a meeting of the Board of Directors, the chairman or the person assigned by him shall fix the date of the meeting within 14 (fourteen) days from the date which he receives such request.

Article 28:

Any 2 (two) directors may jointly sign and affix the seal of the Company for binding the Company. For filing tax records or submission of financial statements to government or other agencies, only one director may sign his name, with the seal of the Company affixed. However, the Board of Directors may determine the name of directors authorized to sign and affix the seal of the Company, binding the Company.

Article 29:

The directors shall have to perform their duties in compliance with the laws, objectives and articles of association of the Company as well as the resolution of the meeting of shareholders.

Article 30:

The Board of Directors may assign one or several directors or persons to perform any business on behalf and under the control of the Board of Directors or authorize the said persons to have the power within the period as the Board of Directors find it appropriate, but such power may be cancelled, revoked, altered or amended by the Board of Directors.

Article 31:

The director shall notify the Company without delay in the following cases:

  1. Having interest, whether directly or indirectly, in any agreements made by the Company during the fiscal year, by stating the fact relating to the agreement, name of the parties and the interest of the director in such agreement (if any).
  2. Holding of shares or debentures in the Company or affiliated company, by stating the total number of shares increased or decreased during the fiscal year (if any).

Article 32:

The Board of Directors shall hold a meeting at least once in every three (3) months at the local place in which the head office or the branch office of the Company is situated or any province nearby, unless it is the mutual agreed between most of the Board of Directors to hold a meeting at other places.

Article 33:

The directors of the Company shall be entitled to receive remuneration for performing their duties in form of salary, meeting allowance, allowance and bonus. Remuneration other than those aforementioned shall be paid upon obtaining the resolution of the meeting of shareholders having a vote of not less than two-third (2/3) of shareholders attending the meeting.

Article 34:

The Board of Directors shall arrange for an annual general meeting of shareholders within 4 months from the end of the fiscal year of the Company.

Meetings other than that aforementioned shall be called extraordinary general meetings. The Board of Directors may summon the extraordinary general meeting whenever deemed appropriate. In addition, one or more shareholders, holding shares collectively not less than 10 (ten) percent of the total number of shares sold, may submit their names in a letter requesting the Board of Directors to summon the extraordinary general meeting of shareholders at any time but agenda and reasons for calling such meeting shall be clearly stated in such request. In this regard, the Board of Directors shall arrange the extraordinary general meeting of shareholders within 45 days from the date of receipt of such letter of request from the shareholder(s).

In case the Board of Directors fails to arrange the extraordinary general meeting within 45 days from the date of receipt of such request from the shareholder(s); the shareholders, subscribing their names or other shareholders holding the number of shares as stipulated, may call the meeting within 45 days from the date that the Board of Directors should have arranged the extraordinary general meeting. In this regard, the meeting shall be considered as the extraordinary general meeting called by the Board of Directors. The company shall be responsible for necessary expenses arising from the extraordinary general meeting and provide an appropriate facilitation.

In the case where, at the extraordinary general meeting called by the shareholder(s) under paragraph three, the number of the shareholders presented does not constitute quorum as provide by Article 36; the shareholder(s) under paragraph three shall collectively compensate the Company for the expenses incurred from arrangement of such meeting.

Article 35:

In summoning for a meeting of shareholders, the Board of Directors shall prepare notices for meeting specifying the place, date, time, agenda of the meeting and the subject matter to be proposed to the meeting together with details as appropriate, by stating clearly whether it will be for information, for approval or for consideration, as the case may be, including the opinions of the Board of Directors towards the said matter, and shall send same to the shareholders not less than 7 (seven) day before the date of the meeting, and publication of notices calling for a meeting shall also be made in a newspaper for 3 (three) consecutive days not less than 3 (three) days prior to the date of the meeting.

Article 36:

At a general meeting of shareholders, there shall be shareholders and proxies (if any) present at the meeting at a number of not less than 25 (twenty-five) persons or not less than one half of the total number of shareholders and such shareholders shall hold shares altogether at not less than one-third (1/3) of the total number of shares sold, in order to constitute a quorum.

If after one hour from the time fixed for any general meeting of shareholders the number of shareholders present is still not enough to form a quorum as specified in the first paragraph, if such general meeting of shareholders was requested for by the shareholders, such meeting shall be cancelled.

If such meeting of shareholders was not called for by the shareholders, the meeting shall be called for again and in the latter case notice calling for meeting shall be sent to shareholders not less than 7 (seven) days before the date of the meeting. In the subsequent meeting, a quorum shall not be required.

Article 37:

At a meeting of shareholders, the shareholder may appoint other person to attend and vote at any meeting on his behalf. The instrument appointing a proxy shall be dated and signed by the shareholder who is the principal and in a form as prescribed by the Registrar pursuant to the laws governing public limited company.

The proxy form must be deposited with the chairman or the person designated by the chairman at the place of the meeting before the proxy attends the meeting.

Article 38:

A resolution of the meeting of shareholders shall be as follows:

  1. in a normal case, the majority vote of the shareholders who attend the meeting and have the right to vote. In case of a tie vote, the chairman of the meeting shall have a casting vote:
  2. in the following cases, a resolution shall be passed by a vote of not less than three-fourths (3/4) of the total number of shareholders present at the meeting and have the right to vote:
    • the sale or transfer of whole or important parts of businesses of the Company to other persons;
    • the purchase or acceptance of transfer of businesses of other companies or private companies to the Company;
    • the execution, amendment or cancellation of contracts relating to the leasing out of whole or certain important parts of the businesses of the Company, the assignment to any other persons to manage the businesses of the Company or the amalgamation of the businesses with other persons with an objective towards profit and loss sharing.
    • amendment or addition of Memorandum of Association or Articles of Association of the Company,
    • increase or decrease of capital of the Company;
    • amalgamation or dissolution of the Company,
    • issuance of debentures.

Article 39:

Businesses to be transacted at the ordinary meeting shall be as follows:

  1. Acknowledgement of the report of the Board of Directors proposed to the meeting, stating the businesses and the results of operation of the Company carried by the Board of Directors in the previous year.
  2. Consideration and approval of Balance Sheet.
  3. Consideration of appropriation of profit and approval of payment of dividend.
  4. Election of directors as replacement of the directors retired by rotation.
  5. Appointment of auditor and fixing annual auditing fee.
  6. Other matters.

Article 40:

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

Article 41:

The Company shall arrange for preparation and keeping of accounts as well as auditing of accounts in accordance with the relevant laws and shall make a balance sheet and profit and loss statements at least once every twelve (12) months which is the accounting year of the Company.

Article 42:

The Board of Directors shall prepare a balance sheet and profit and loss statements as at the last day of fiscal year of the Company and propose same to the meeting of shareholders at the annual ordinary meeting for consideration and approval of the said balance sheet and profit and loss statement. The Board of Directors shall arrange for the auditor to complete the auditing prior to propose same to the meeting of shareholders.

Article 43:

The Board of Directors shall send the following documents to the shareholders together with notice calling for an annual ordinary meeting.

  1. Copies of balance sheet and profit and loss statements already audited by auditor by auditor together with the report of auditor,
  2. Annual report of the Board of Directors.

Article 44:

No dividends shall be paid other than out of profits. In case the Company still sustains an accumulated loss, no dividends shall be paid.

Dividends shall be distributed according to the number of shares in equal amount for each share, and shall have been approved by the meeting of shareholders.

No interest shall be charged against the Company on the dividend which remain outstanding.

The Board of Directors may pay interim dividends to the shareholders from time to time if they deem that the Company has a reasonable profit in which to do so, but shall be informed of such dividends distribution at the next general meeting.

In case the number of shares sold by the Company has not yet reached the number registered or in case where the Company has registered an increase of its capital, the Company may pay dividends, wholly or partly, by issuing new ordinary shares to the shareholders with the approval of the meeting of shareholders.

Payment of dividends shall be made within 1 (one) month from the date the resolution is passed by the meeting of shareholders or by the meeting of the Board of Directors, as the case may be. Written notice shall also be sent to the shareholders and the publication of notice of such payment of dividends shall be made in a newspaper.

Article 45:

The Company shall allocate to a reserve fund from the annual net profit, not less than 5 (five) percent of the annual net profit deducted by the total accumulated losses brought forward (if any) until the reserve fund reaches an amount of not less than 10 (ten) percent of the registered capital.

Article 46:

The auditor shall not be a director, staff, employee or an officer holding any position in the Company.

Article 47:

In case of necessity or appropriateness to amend or modify this Articles of Associations, such amendment or modification shall be considered by the meeting of shareholders in accordance with the laws.

Article 48:

The seal of the Company shall be as affixed herein below: