SECTION 89/28. A shareholder or shareholders who hold shares and have the right to vote amounting to not less than five percent of the total number of the voting rights of the company may submit a written proposal in order to request the board of directors to include such proposal as an agenda of the shareholders’ meeting. The proposal shall indicate whether it is the matter proposed for information, for approval or for consideration, as the case may be, including details of the proposed matter for the annual ordinary general meeting or extraordinary general meeting, provided that it shall comply with rules as specified by the notification of the Capital Market Supervisory Board.
The board of directors shall include the matter proposed by the shareholders under the first paragraph in the agenda of the upcoming shareholders’ meeting. In the following cases, however, the board of directors may refuse to include such proposal in the agenda of the meeting:
(1) the proposal does not comply with the rules as specified in the first paragraph;
(2) the proposal is relevant to the ordinary business operation and the fact given by the shareholders does not indicate any reasonable ground to suspect the irregularity of such matter;
(3) the proposal is beyond the company’s power to produce the purposed result;
(4) the proposal was submitted to the shareholders’ meeting for its consideration within the previous twelve months and received the supporting votes of less than ten percent of the total number of the voting rights of the company, unless the fact pertaining in the resubmission has significantly changed from that of the previous shareholders’
meeting;
(5) any other cases as specified in the notification of the Capital Market Supervisory Board.

In cases where the board of directors refuses to include the matter proposed by the shareholders under the first paragraph in the agenda of any shareholders’ meeting, it shall be notified as the matter for information in that shareholders’ meeting and the board of directors shall specify the reasons for such refusal.

In cases where the shareholders in the meeting under the third paragraph pass a resolution, with a majority vote of the total number of the shareholders present at the meeting and having the right to vote, to include the matter proposed by the shareholders under the first paragraph in the agenda of the meeting, the board of directors shall include such matter in the agenda of the next shareholders’ meeting.

SECTION 89/29. The following transactions shall be approved by the shareholders’ meeting if significant to the company in accordance with rules as specified by the notification of the Capital Market Supervisory Board:
(1) acquisition or disposal of assets regardless of whether they are the assets of the company or the subsidiary;
(2) transfer or abdication of the right and interest or the claim over any person who causes damage to the company regardless of whether such right and interest or claim is related to the assets of the company or the subsidiary;
(3) entering, amending or terminating of contract with respect to the granting of a lease or hire-purchase of business or assets in whole or in part regardless of whether such business or assets is operated by the company or its subsidiary;
(4) entrusting other persons to manage the business in whole or in part regardless of whether such business is operated by the company or the subsidiary;
(5) merger with other persons which is likely to affect the management structure of the company;
(6) lending of money, providing credit facility, guarantee, engaging in juristic act binding the company to increase its cost of capital in cases where a third person lacks liquidity or is unable to perform the obligation or giving financial assistance to other persons in any other means which is not the ordinary business of the company regardless of whether the said act is done by the company or the subsidiary;
(7) any other acts as specified in the notification of the Capital Market Supervisory Board.

The Capital Market Supervisory Board shall have the power to specify additional rules governing the following matters to apply to the operation of the company under the first paragraph:
(1) disclosure of information to investors in relation to the operation of the company under the first paragraph, or information in written notice calling for the meeting of the board of directors or the shareholders’ meeting;
(2) number of votes in the shareholders’ meeting exercised for an approval of the said transactions.

SECTION 89/30. In a shareholders’ meeting, if there is contravention or failure to comply with the provisions of this Chapter in respect of sending a written notice calling for the meeting or voting, a shareholder or shareholders holding not less than five percent of the total number of the voting rights of the company may file a motion with the court to
order cancellation of a resolution passed at such meeting. In this regard, the provisions concerning filing a motion to the court to order cancellation of a resolution of a shareholder meeting in accordance with the law on public limited companies shall apply mutatis mutandis.

SECTION 89/31. Solicitation, leading or doing any act in general manner to shareholders of the company with a view to enticing the shareholders to give proxy to the person doing such act or any other persons to attend and vote at the shareholders’ meeting on their behalf, shall comply with the rules, conditions and procedures as specified in the
notification of the Capital Market Supervisory Board.

SECTION 89/32. A company may arrange a shareholders’ meeting by using more than one meeting room, provided that the company shall assure that the opinions given by the shareholders in one meeting room are communicable to those in the other meeting rooms in accordance with the rules, conditions and procedures as specified in the notification of the Capital Market Supervisory Board.

CHAPTER 4
SECURITIES BUSINESS

DIVISION 1
FORMATION AND ISSUANCE OF LICENSE

SECTION 90. Securities business can be undertaken only by formation of either a limited company or a public limited company, or by a financial institution established in accordance with other laws, and after having obtained a license from the Minister upon recommendation of the SEC.

[The second paragraph was repealed by the Securities and Exchange Act (No.4) B.E. 2551] A merger of securities companies shall be deemed as the formation of a limited company or of a public limited company, as the case may be.

The application for a license, application for an approval, the issuance of a license, and the granting of an approval under this Section shall be in accordance with the rules, conditions and procedures, and subject to the payment of fees, as specified in the ministerial regulations.

SECTION 91. Where it is necessary to maintain the economic and financial stability of the country, or to protect the public interest, the Minister upon recommendation of the SEC has the power to specify conditions with which the license holder shall be required to comply in the undertaking of the securities business.

In cases where there has been a change in the necessary circumstances as provided in the first paragraph, the Minister upon recommendation of the SEC may modify or change the conditions already specified.

SECTION 92.⁴ A securities company may establish a branch office only when an approval has been given by the SEC Office.

The application for and the granting of such approval shall be in accordance with the rules, conditions and procedures as specified by the Capital Market Supervisory Board.

The establishment of a branch office of a financial institution established in accordance with other laws shall comply with such governing laws.

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4. indicated amendment by the Securities and Exchange Act (No. 4) B.E. 2551