Articles of Association


Capital Engineering Network Public Company Limited 


Annual General Meeting of Shareholders

(33)     Board of Director must schedule shareholders meeting annually within 4 months after ending fiscal year of company

                       Other shareholders meeting except mentioned will called Extraordinary Meeting of Shareholders; Board of Director may called the meeting anytime as necessary or when one or many shareholders as when counted shares together in totaling not more than ten percent of total shares sold will name each other, make a letter requesting the board to set Annual General Meeting of Shareholders to name as Extraordinary Meeting of Shareholders at any time but need to specify subject and reasons for requesting clearly in this case Board need to schedule shareholders meeting within forty five days counting from day receive letter from shareholders

                       In case Board has not schedule shareholders meeting within mentioned in paragraph two  those shareholders whose name each other or other shareholders combined number of shares as required can call the meeting itself within forty five days  counting from due to the time period specified in paragraph one in this case      shall be considered as a meeting of shareholders which Board of Directors convenes so company need to be responsible for necessary expenses incurred from arranging  meeting and facilitating as appropriate

                       In case shareholders meeting happened according to paragraph three; number of shareholders attended the meeting not meet quorum as required in Article                            of Association No.35 as shareholders responsible for any compensation of damages arising from arrange the meeting

(34)       In calling ordinary general meeting, Board of Directors will schedule place, date, time, agendas and notice summoning of both ordinary and extraordinary meetings   

              shall have   to be given in advance to shareholders not less than 7 days before the date fixed for the meeting, specifying also the nature of business to be    

              transacted. The aforesaid notice calling for the general meeting shall be published successively in a Thai newspaper for at least 3 days and at least 3 days prior to the   

              date of the meeting

                       The Board of Directors will schedule date, time and places as reasonable areas near headquarter office, Branches or nearby provinces. Thus, any other Boards 

              deems appropriate

(35)       In ordinary shareholders meeting need to have shareholders or proxies (if any) at least 25 persons and one-third of total shares are present then it meet quorum. Thus,

              have shareholders or proxies from shareholders (if any) present the meeting of total shareholders not less than one-third of total shares sold then meet quorum.

                        If within one hour from the time appointed for the general meeting the quorum is not present, the meeting, if summoned upon by requisition of shareholders,   

              shall be dissolved.  If summoned upon by the Board of Directors itself, another general meeting shall be summoned again by the notice calling such meeting shall be     

              delivered to shareholders not less than seven days prior to the date of the meeting, a quorum shall not be necessary

(36)       In ordinary shareholders meeting, shareholders may give proxies to underage person to attended and vote in the meeting, proxy form must be dated and signed by the 

              shareholder and shall be in the form prescribed by the Registrar

                        The proxy must hand in to Chairman or represented as Chairman before meeting started

(37)       In the voting, one share for one vote and meeting resolution will counted by follows:

                        Normal cases, majority votes of shareholders attended and right to vote but if equality votes then chairman of the meeting shall have a casting vote

                        In the following case, a vote of not less than three fourth of total votes of shareholders attending the meeting and entitled to vote

(a)     Sales or Transfer whole business of company or some important part to other person

(b)     Purchase or acquisition of another company or private company to become our company

(c)     Amendment or cancellation of agreement related to lease of whole company or part of importance

(d)     The assignment of people to manage the company's business

(e)     Merger with other people under the condition on profit and loss sharing

(f)     Amendment of Memorandum of Article of Association

(g)     Increased or Decreased of company’s capital or issuance of debenture

(h)     The merger or dissolution of the Company

(38)       Annual General Meeting of Shareholders shall have following cases:

            (1)     To consider the report of the Board of Directors proposed to the meeting to show the performance of the Company during the past year

            (2)     To consider on Balance Sheet

            (3)     Appropriation of profits

            (4)     Election of new directors in place of those retired by rotation

            (5)     Appointment of auditor and fix remuneration

                        (6)     Other businesses