Page 39 - Annual report eng 2020

Tycoons Worldwide Group (Thailand) Plc.

3. The directors who resign at the first and second year, respectively, will be decided by
draw. Thereafter, the directors required to resign will be those that have served the
longest, but after resignation will be able to be re-appointed the following year.
4. The general shareholder’s meeting may pass a resolution that any director be vacated
from office before completing his term, which resolution must be passed by votes of
not less than three-fourths of the number of shareholders with the right to vote and
attending the meeting and whose shares altogether constitute not less than one-half of
the number of shares held by shareholders attending the meeting and have the right to
vote.

5. One shareholder is entitled to one vote per share.
6. Each shareholder must use all of his votes under (5) to vote for the election of one to
be directors. Shareholders must cast all of their votes for one nominee, and may not
divide their votes.
7. The candidates obtaining the highest numbers of votes shall be appointed directors,
until all vacancies are filled. Should be a tie vote, the chairman of the Board of
Directors will make the determination.

The appointment of president of the Company must be approved the Board of directors,
and management of the Company directly appointed by the president.

8.4 Supervision operations of its subsidiaries and associates

The Company investment in subsidiaries or associated company must be approved by
the Board of directors and authorized the Chairman/directors on behalf of the Company as
the Chairman/directors of the subsidiaries and associated company by the proportion of
shareholding.

8.5 Supervision of internal information
1. The company has a policy on supervision of usage of internal company
information by its executives and staff for their own benefit. The executives
and staff who come to possess internal company information are not permitted
to buy or sell the securities of the company 1 month prior to the company
announcing its results of operations (financial statements).
2. Significant information that may affect the price of securities. The company
announces its results of operations within 45 days from the end of a financial
quarter and 60 days after the end of the accounting year.
3. The company also requires that its executives prepare and submit to the Office
of Securities and Exchange Commission reports on holdings of shares by
them, their spouses and underage children, in listed companies in respect of
which they are executives (according to the Securities and Exchange Act B.E.
2535 Section 59 and pursuant to Section 275 which stipulates that any
director, manager, person who holds a management position or auditor who
contravenes or fails to comply with Section 59 shall be liable to a fine not
exceeding five hundred thousand Baht and a further fine not exceeding ten
thousand Baht for every day during which non-compliance continues).

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