Section 1176. Every shareholder has the right to be present at any general meeting.

Section 1177. Unless there are provisions to the contrary in the regulations of the company, the rules detailed by the following sections shall apply to general meetings.

Section 1178. A general meeting may not transact any business unless shareholders representing at least one-fourth of the capital of the company are present.

Section 1179. If within an hour from the time appointment for the general meeting the quorum prescribed by Section 1178 is not present, the meeting, if called for based upon the requisition of shareholders, must be dissolved.

If the general meeting had not been called for based upon the requisition of shareholders, another general meeting shall be called for within fourteen days and at such meeting no quorum shall be necessary.

Section 1180. The chairman of the board of directors shall preside at every general meeting of shareholders.

If no such chairman exists, or if at any general meeting he is not present within fifteen minutes after the time scheduled for holding the meeting, the shareholders present may elect one of their members to be chairman.

Section 1181. The chairman may, with the consent of meeting, adjourn any general meeting, but no business may be transacted at any adjourned meeting other than the business left incomplete at the original meeting.

Section 1182. On a show of hands every shareholder present in person or represented by proxy must have one vote. On a poll every shareholder must have one vote for each share of which he is the holder.

Section 1183. If the regulations of the company state that no shareholder is entitled to vote unless he is in possession of a certain number of shares, the shareholder who does not possess such number of shares has the right to join in order to form the said number and elect one of them as proxy to represent them and vote at any general meeting.

Section 1184. No shareholder is allowed to vote unless all calls due by him have been paid.

Section 1185. A shareholder who has in a resolution, a special interest cannot vote on such resolution.

Section 1186. Holders of certificates to bearer may not vote unless they have deposited their certificate with the company before the meeting.

Section 1187. Any shareholder may vote by proxy, provided the power given to such proxy is in writing.

Section 1188. The document appointing a proxy shall be dated and signed by the shareholder and shall contain the following details:

Section 1189. The document appointing a proxy must be deposited with the chairman at or before the beginning or the meeting at which the proxy named in such document proposed to vote.

Section 1190. At any general meeting, a resolution voted on shall be determined on a show of hands, unless a poll is, before or on the declaration of the result of the show of hands, asked for by at least two shareholders.

Section 1191. At any general meeting, a declaration by the chairman that a resolution has on a show of hands, been passed or lost, and an entry detailing this in the books of the proceedings of the company shall be sufficient evidence of the fact.

If a poll is demanded, the result of the poll shall be deemed to be the resolution of the meeting.
Section 1192. If a poll is duly demanded, it shall be taken in such manner as the chairman directs.

Section 1193. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting shall be entitled to a second or casting vote.

Section 1194. A resolution is deemed to be a special resolution if passed by two successive general meetings in the following way.

The substance of the proposed resolution has been included in the notice for summoning the first general meeting.

The resolution has been passed in the first meeting by a majority of not less than three-fourths of the votes.

The subsequent general meeting has been called for and occurred not less than fourteen days and not more than six weeks after the former meeting.

The full text of the resolution passed in the first meeting has been included in the notice calling for the special meeting.

The resolution passed in the former meeting has been confirmed in the next meeting by a majority of not less than two-thirds of the votes.

Section 1195. If a general meeting has been called for or held or a resolution passed contrary to the provisions of this Title or contrary to the regulations of the company, the Court will upon application of any director or shareholder, cancel any such resolution or any resolutions passed at such irregular general meeting, given that the application is entered within one month after the date of resolution.

4. BALANCE SHEET

Section 1196. A balance-sheet must be created at least once every twelve months, and the cycle of such twelve months will signify the financial year of the company.

The balance sheet must detail a summary of the assets and liabilities of the company and a profit and loss account.

Section 1197. The balance-sheet must be scrutinized by one or more auditors and submitted for adoption to a general meeting within four months from its creation date.

A copy of it must be provided to every person entered in the register of shareholders at least three days prior to the general meeting.

Copies must also be kept open at the offices of the company during the same period for inspection by the holders of certificates to bearer.

Section 1198. On submitting the balance-sheet, the directors must prepare before the general meeting a report showing how the business of the company was conducted during the year under review.

Section 1199. Any person is entitled to retrieve from any company a copy of its latest balance-sheet on payment of a sum not exceeding twenty baht.

It shall be the obligation of the directors to send to the Registrar a copy of every balance sheet not later than one month after it has been adopted by the general meeting.

5. DIVIDEND AND RESERVE

Section 1200. The distribution of dividend must be done in proportion to the amount paid upon each share, unless otherwise agreed on with regards to preference shares.

Section 1201. No dividend may be declared except by a resolution voted on and passed in a general meeting.

The directors may occasionally pay to the shareholders such interim dividends as seem to the directors to be justified by the profits of the company.

No dividend shall be paid otherwise than out of profits. If the company has incurred losses, no dividend may be paid unless such losses have been made good.

Section 1202. The company must appropriate to a reserve fund, at each distribution of dividend, at least one-twentieth of the profits derived from the business of the company, until the reserve fund reaches one-tenth part of the capital of the company or such higher proportion thereof as may be declared in the regulations of the company.

If shares have been issued at a value higher than the face value, the excess must be added to the reserve fund until the latter has totaled the amount mentioned in the forgoing paragraph.

Section 1203. If dividend has been paid contrary to the provisions of the last two proceeding sections, the creditors of the company are allowed to have the amount so distributed returned to the company, given that a shareholder cannot be obliged to return dividend which he has been issued in good faith.

Section 1204. Notice of any dividend that may have been declared shall be either published twice at least in a local paper or provided by letter to each shareholder whose name is listed on the register of shareholders.

Section 1205. No dividend can bear interest against the company.

6. BOOKS AND ACCOUNTS

Section 1206. The directors must ensure true accounts are kept:

(1) Of the sums received and expended by the company and of the matters in respect of which each receipt or expenditure occurs.
(2) Of the assets and liabilities of the company.

Section 1207. The directors may ensure minutes of all proceedings and resolutions of meetings of shareholders and directors to be duly entered in the books which shall be located at the registered office of the company. Any such minutes signed by the chairman of the meeting at which such resolution were passed or proceedings had, or by the chairman of the next succeeding meeting, are thought to be correct evidence of the matters therein contained, and all resolutions and proceedings of which minutes have been made are thought to have been duly passed.

Any shareholder may at any time during business hours demand inspection of the above documents.

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