KASIKORNBANK PCL
Criteria for the shareholder to propose annual general meeting agenda for the year 2012
Objective
Recognizing the importance of shareholders and corporate governance promotion, KASIKORNBANK facilitates shareholders in proposing, in advance of the 2012 General Meeting of Shareholders schedule, an issue, deemed appropriate for inclusion in the agenda of the Annual General Meeting (AGM), with reference to the criteria below.
Criteria
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Qualification of shareholders eligible to propose an issue for inclusion in AGM agenda
Shareholders who would like to propose an item on the agenda must be the Bank’s shareholder holding minimum shares of 0.05 percent of total paid-up share capital either by one or several shareholders combined. And, Shareholders must have held those shares continuously for at least 12 months by the date the shareholders propose the item on the agenda.
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Proposal of the agenda
The shareholder, fully qualified as in criteria No.1, shall fill out the “Proposed Agenda for 2012 Annual General Meeting Form”, and submit it with other complete supplementary documents as required by the Bank via registered mail to the following address within October 31, 2011.
Corporate Secretary
Office of Corporate Secretary, Corporate Secretariat Division
KASIKORNBANK PCL, Fl.32
1 Soi Rat Burana 27/1,
Rat Burana Road,
Bangkok 10140
In case where several shareholders would jointly propose the agenda, each of them must fill out the “Proposed Agenda for 2012 Annual General Meeting Form”, and sign their names as evidence separately. Then the forms should be gathered into one set.
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For an efficient AGM, the Bank reserves its right not to include the following matters as the meeting agenda;
1) Matters relating to normal course of business of the Bank
2) Matters that are beyond authority of the Bank
3) Matters that shareholders already proposed in AGM within the past 12 months, and those under support by less than 10% of total voting shares, given that the factual events have not changed significantly
4) Matters proposed by shareholders who are not fully qualified, or do not follow the procedures set forth by the Bank in the Criteria for the shareholder to propose the 2012 AGM agenda
5) Matters unlikely to benefit the Bank
6) Matters or evidence sufficed by shareholders is incomplete or untrue or ambiguous
7) Matters lying under management authority of the Bank, except the ones causing material impacts on shareholders in general.
8) Matters that violates applicable laws, rules, regulations of the government agencies, or regulatory or involved agencies, or actions not in compliance with the objectives, Articles of Association, Statement of Business Conduct of the Bank
9) Matters, as stipulated by laws, for consideration at AGM, which has been pursued regularly by the Bank
10) Matters already undertaken by the Bank
11) Matters previously submitted for consideration by other shareholders
4. The above matters proposed by shareholders shall meet scrutiny by independent directors before further submission to the Board of Directors for consideration, and the Bank will notify the consideration results in February 2012. Any matters, under approval by the Board, will be included in the AGM agenda as attached in the Notice for 2012 AGM.