To ensure the equitable treatment to shareholders, the Electricity Generating Public Company Limited (“Company”) has set up the criteria to ensure clarity and transparency of the procedures to allow shareholders to propose the meeting agenda and to nominate director candidates for an annual general shareholders’ meeting.

“Company” means Electricity Generating Public Company Limited
“Board” means Board of Directors of Electricity Generating Public Company Limited
“Agenda” means Agenda of the Annual General Shareholders’ Meeting (AGM) of Electricity Generating Public Company Limited
“Executive Director” means a director who also is a member of the management team

The shareholders who wish to propose the agenda or a director candidate must be the individual shareholder/ group of shareholders holding not less than 0.05% of EGCO’s issued shares (equal to 263,233 shares) by the date the shareholder proposes the agenda.

• 4.1 Procedure to Recommend the AGM Agenda

  The shareholder who possesses qualifications according to Section 3 must submit the signed form of AGM Agenda Proposal to the Company within the prescribed timeframe together with the following supporting documents.

  1. Evidence of shares held namely share certificates from securities company or any other certificates from the Stock Exchange of Thailand (SET).
  2. Other supporting documents beneficial for the Board’s consideration (if any).
• 4.2 Proposal that will not be placed on the Agenda

  Generally, the proposals that will not be placed on the agenda are as prescribed below:

  1. Matters prescribed in the second paragraph of Section 89/28 of the Securities and Exchange Act (no. 4) B.E. 2551 as follows:
     • A proposal that 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.
     • A proposal that is beyond the company’s power to produce the proposed result.
     • A proposal that 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 resubmission has significantly changed from that of the previous shareholders’ meeting.
     • Any other cases as specified in the notification of the Capital Market Supervisory.
  2. A proposal that violates the law, rules, regulations of government agencies or other governing agencies or do not comply with the objective, the articles of association, the shareholders’ resolution, or the good corporate governance of the company;
  3. A proposal that is the power and authority of the Board unless it has significant impacts on the shareholders in general; and
  4. A proposal that the Company has already implemented.

• 5.1 Procedure to Recommend Director Candidates

  The shareholder who possesses qualifications according to Section 3 must submit the signed form of Director Candidate Proposal to the Board together with the following documents.

  1. Evidence of shares held namely share certificates from securities company or any other certificates from the Stock Exchange of Thailand (SET);
  2. Evidence of candidate’s consent and supporting documents of candidate’s qualifications including the education and work experiences (Curriculum Vitae); and
  3. Other supporting documents beneficial for the Board consideration (if any).
• 5.2 Director Qualifications

  The candidates for director nominees should possess the following qualifications.

  1. General qualifications
     1. 1.1 Having the qualifications according to the Public Company Act, Securities and Exchange Act, the Company’s Articles of Association as well as the Good Corporate Governance of the Company.,
     2. 1.2 Being knowledgeable, capable, independent and dedicated with ability to perform director’s duties with care and loyalty. Candidates should be able attend the Directors’ meeting regularly, study meeting agendas in advance, and productively participate in the meeting in a straightforward manner,
     3. 1.3 Not being over 72 years old,
     4. 1.4 Holding directorship not exceeding in 3 listed companies for non-executive directors and 2 listed companies for executive directors,
     5. 1.5 Demonstrating high standards of integrity and accountability and upholding maturity,
     6. 1.6 Being independent to freely provide comments and recommendations without others’ influence and interference,
     7. 1.7 Devoting sufficient time and resources to the Company’s affairs and activities
  2. Specific Qualifications are required skills which are necessary and benefits to the corporate governance, contributing to achievement toward strategies and targets. The following are expected skills directors should have.
     1. 2.1 Power business, energy business and engineering,
     2. 2.2 International Business,
     3. 2.3 Accounting, Finance, and Economics,
     4. 2.4 Strategy and Business Planning,
     5. 2.5 Corporate governance,
     6. 2.6 Audit,
     7. 2.7 Internal control, and Risk Management,
     8. 2.8 Law,
     9. 2.9 Human resources development
     10. 2.10 Smart Technology
• 5.3 Independent Director Qualifications

  The candidates for director nominees should possess the following qualifications.

  1. Holding shares not more than 0.5% of the paid-up capital with the voting right of EGCO, parent company, subsidiary company, associated company, or any legal entity that may have the conflict of interest (including the connected persons as stipulated in section 258 of securities laws.
  2. Not being a director that takes part in the management (executive director, director who has the same responsibility as management except for the signature in transactions approved by the Board and the joint signing with other directors), employees, advisors who receive regular salary, and controlling person of EGCO, parent company, subsidiary company, associate company and fellow subsidiary (subsidiary of the same holding company) or any entity that may have a conflict of interest during the period of two years before his/her appointment.
  3. Not being a person who is related by maternity and by registration as parents, spouse, brother, sister, and son and daughter including their spouses of the management, or major shareholders, controlling persons or persons who will be nominated to be the Management or controlling persons of EGCO or its subsidiaries.
  4. Not having business relationship with and not being a major shareholder, non-independent director, or management of EGCO, parent company, subsidiary company, associate company, or any entity that may have a conflict of interest in a way that would affect the giving of independent opinions during the period of two years before the filing date.
  5. Not being an auditor or a major shareholder, director, management, or partner of the audit firm that provides auditing services to EGCO, parent company, subsidiary company, associate company or any entity that may have a conflict of interest during the period of two years before the filing date.
  6. Not providing any professional service or being a major shareholder, non-independent director, management or partner of the company that provide professional service which include financial and legal advices with the fee higher than 2 million baht per year during the period of two years before the filing date.
  7. Not being appointed as a representative to safeguard interests of EGCO director, majority shareholders or shareholders who are related to EGCO’s majority shareholders.
  8. Not having any constraint that would affect the performance of giving independent judgment on EGCO.

Shareholders are required to submit the proposal and relating documents to the following address:

Corporate Secretary Division
Electricity Generating Public Company Limited
EGCO Tower, 222,
Vibhavadi Rangsit Road
Tungsonghong, Laksi
Bangkok 10210

Shareholders may also unofficially submit their proposal by sending an email to directors@egco.com before sending the hard copy and all relating documents to the Corporate Secretary.

The Corporate Secretary will initially review the proposal of the shareholders for the Board’s consideration. The Board’s judgment for each proposal is final. The steps are as follows:

• 7.1 In case the information provided are incomplete or incorrect, the Corporate Secretary will notify the shareholders within January 17, 2025. If the shareholder fails to correct and submit the proposal to the Company within January 28, 2025, the Corporate Secretary will notify the shareholders that the proposal will not be proposed for the Board’s consideration.
• 7.2 In case the shareholders are not considered fully qualified according to the criteria no. 3, the Corporate Secretary will notify the shareholders that the proposal will not be proposed for the Board’s consideration within February 7, 2025.
• 7.3 The Corporate Secretary will present the proposals that are not classified to be under 7.1 or 7.2 to the Board in the February 2025 meeting.
• 7.4 The Board will consider the proposal and their judgment is final. The proposal approved by the Board along with the Board’s opinion will be included in the Agenda of the notice of the general meeting.
• 7.5 The proposals declined by the Board and the proposal classified to be under item 4.2 (1)-(4), 7.1 and 7.2 will inform the proposed shareholders instantly after the Board of Directors’ Meeting or the next working day. Details will be notified through the SET, EGCO’s website at www.egco.com and as the matter for information in the shareholders’ meeting together with the reasons of such refusal.
• 7.6 In cases where the shareholders in the meeting under 7.5 pass a resolution, with a majority vote of the total number of shareholders present at the meeting and have the right to vote, to include the matter proposed by the shareholders as the agenda of the meeting, the Board shall include such matter as the agenda of the next shareholders’ meeting.