Articles of Association

ARTICLE 1: These Articles are called the Articles of Association of ALT Telecom Public Company Limited.

ARTICLE 2: The word 'Company" in these Articles means ALT Telecom Public Company Limited.

ARTICLE 3: Where no other provisions are stated in these Articles, the provisions of the law concerning public limited companies shall apply and govern in every respect.

ARTICLE 4: The shares of the Company are ordinary share with a par value of 0.50 Baht, and specified with the name of the shareholders, all shares of the Company must be paid once to the full value. The subscribers or purchasers of the shares may not be able to set off the debt with the Company.

The shares of the company are indivisible. If two or more persons hold shares or subscribe for shares together, one of those persons must be exercised as shareholders or subscribers, as the case may be.

The Company may issue debentures, convertible debentures or preferred shares, and any other securities pursuant to the law concerning securities and exchange that can be offered for sale to any individual shareholder or general public. The conversion of convertible debentures or preferred shares into ordinary shares shall be governed by the provisions of the law.

ARTICLE 5: The Company will issue a share certificate to the shareholders within two months from the date the registrar accepts the registration of the Company or the date the payment has been paid in full in the case of the sale of newly issued shares after the registration of the Company.

All share certificate of the Company must be affixed or printed with the signature of at least one director, however, the director may entrust the share registrar under the law of securities and exchange to affix or print the signature on his behalf. The affixing or printing of the said signature shall be as prescribed by the share registrar.

ARTICLE 6: The shares of the Company are transferable without restriction, except that the transfer of shares the proportion of alien shareholdings to become more than 49 percent of the total shares sold. The transfer of shares that will cause the proportion of alien shareholdings to exceed the above ratio, the Company has the right to refuse to transfer such shares.

ARTICLE 7: Subject to Article 6, a transfer of shares shall be valid on a transferor's having endorsed a share certificate stating the name of a transferee, signed by both a transferor and transferee and the share certificate having been delivered to the transferee.

The transfer of shares may be used against the Company, when the Company has received a request for registration of the transfer of shares, and it may be used against a third person when the Company has registered the transfer of shares.

When the Company has received a request for registration of the transfer of shares, and having seen that the transfer of shares is lawful, the Company shall register it within 14 days from the date of receipt of the request. If the transfer of shares is not correct or valid, the Company shall so notify the applicant within s7 days.

On the shares of the Company's having been listed as listed securities in the Stock Exchange of Thailand, the transfer of shares shall be in compliance with the law concerning securities and exchange.

ARTICLE 8: Any share certificate has been substantially faded or damaged, the shareholders may request the Company to issue a new share certificate to the shareholders by expropriating the original share certificate. In this case, the Company shall issue a new share certificate within 14 days from the day the request is received. In the event that the share certificate is lost or destroyed, the shareholder must bring the evidence of notification to the inquiry official to show to the Company. The Company shall issue a new share certificate to the shareholders within 14 days from the day the request is received and the shareholder has already shown the above evidence to the Company.

In the event that the shareholder dies or becomes bankrupt, and if the person who has the right to receive the share, bring the share certificates to expropriate and show the legal evidence to the Company. The Company will register as a shareholder and issue a new share certificate within 1 month from the date of receiving the said evidence.

The Company may request a fee for the issuance of a new share certificate in place of a lost, faded, or damaged, or in the event that a shareholder requests a copy of the shareholder registration certificate, in whole or in part, with the Company's certification, at the rate specified by law.

ARTICLE 9: The Company cannot hold shares or pledge their own shares, except in the following cases:

    (1) the Company may repurchase the shares from the shareholders who vote against the resolution of the shareholders’ meeting, which amend the Company regulations regarding voting rights and rights to receive dividends, which the shareholders who disagree think that he did not receive fairness.

    (2) the Company may repurchase the shares for financial management purpose when the Company have retained earnings and excess liquidity, and the said share repurchase does not cause the Company to encounter financial problems.

The shares held by the Company shall not be counted as a quorum in the meeting of shareholders and do not have the right to vote or receive dividends.

The repurchased shares under the first paragraph must be disposed within the period specified in the Ministerial Regulation. If the said shares have not been sold or unable to sold out within the specified period, the Company must reduce the paid-up capital by cutting the unsold portion of registered shares.

The repurchase of shares must be approved by the shareholders' meeting, except that the repurchase of shares does not exceed ten percent of the paid-up capital. In this case, it shall be the power of the Board of Directors to approve the said share repurchase.

The repurchase of shares under paragraph one, the disposal of shares and the cutting of shares under paragraph three shall be in accordance with the rules and procedures prescribed by the Ministerial Regulation.

In the event that the repurchased shares are in excess of ten percent of the paid-up capital, the Company must repurchase the shares within one year from the date it was approved by the shareholders' meeting.

The determination of the offer price to repurchase shares of the Company and the offer price to sale the repurchased shares or other cases related to the purchase of said shares and in the event that the Company’s securities are listed on the Stock Exchange of Thailand, it shall be in accordance with the regulations, announcements, orders or requirements of the Stock Exchange of Thailand.

ARTICLE 10: The Company may close the registration of the transfer of shares between 21 days before each shareholders' meeting, by notifying the shareholders in advance at all corporate headquarters and branch offices no less than 14 days before the closing date for registration of the transfer of shares.

ARTICLE 11: The Company shall have the Board of Directors comprising not less than 5 directors, and not less than one half of the total number of directors must have a residence in the Kingdom. The Company's directors must have qualifications as specified by law.

No directors shall operate, be a partner, or be a director in other juristic persons of the same nature and conduct business in competition with the Company's business unless notified to the shareholders' meeting prior to the resolution of appointment.

In conducting the business of the Company, the directors must perform their duties in accordance with the laws, the objectives and the articles of association of the Company, as well as the resolution of the shareholders' meeting with honesty and carefulness to protect the interests of the Company.

The directors shall notify the Company without delay in the event that the directors have an interest, either directly or indirectly, in any contract that the Company has made during the fiscal year, or holding shares or debentures in the Company and its affiliates by specifying an increase or decrease during the fiscal year.

ARTICLE 12: The meeting of shareholders appoints the directors by using the majority vote according to the rules and procedures as follows:

    (1) each shareholder has a vote equal to one share per one vote.

    (2) the shareholders shall vote to elect each director individually.

    (3) the persons who received the most votes in descending order shall be elected as directors equal to the number of directors required or to be elected at that time.In the event that the persons elected in descending order have equal votes, which exceeds the amount that should have or should be elected at that time, the chairman shall have a deciding vote.

ARTICLE 13: At every annual ordinary meeting, at least one-third of the total number of directors shall retire by rotation. If the number of directors is not a multiple of three, then the number of directors closest to one-third shall retire. 

The directors, who must retire in the first and second year after the Company has been registered, will participate in the draw to find out who will retire. In subsequent years, the director who has held office longest shall retire first. The retiring directors may be re-elected.

ARTICLE 14: The directors are entitled to receive compensation from the Company in the form of rewards, meeting allowances, gratuities, bonuses, or other benefits in accordance with the regulations or as approved by the shareholders' meeting, which may either be fixed amounts or laid down as guidelines and may be specified from time to time or may remain in effect until there is a change. In addition, allowances and benefits are granted in accordance with the regulations of the Company.

The provision in the first paragraph shall not affect the rights of the officers and the employees of the Company who are elected to be the directors that will receive remuneration and benefits as the officers or employees of the Company.

ARTICLE 15: In addition to the retirement by rotation, the directors shall vacate office upon:
    (1) death;
    (2) resignation;
    (3) lack of qualifications or disqualification under the laws;
    (4) removal by a resolution of the shareholders meeting; or
    (5) removal by the court's order.

ARTICLE 16: Any director wishing to resign from office shall submit his or her resignation letter to the Company and the resignation shall be effective from the date on which the Company receives the resignation letter.

A director who has resigned under the first paragraph may also notify the registrar for the resignation.

ARTICLE 17: In case a directorship becomes vacant for reasons other than retirement by rotation, the Board of Directors shall elect a person who has the qualifications and who is not disqualified under the laws to replace such director at the following Board of Directors meeting, unless the remaining term in office of the vacating director is less than two months, A person so appointed shall retain his office during such time only as vacating director was entitled to retain the same.

The resolution of the Board of Directors under the first paragraph shall be passed by a vote of not less than three fourths of the number of the remaining directors.

ARTICLE 18:The shareholders meeting may pass a resolution retiring any director prior to retirement by rotation by a vote of not less than three-fourths of the number of shareholders attending the meeting and having rights to vote, and having shares collectively not less than half of the number of shares held by shareholders attending such meeting and having the voting rights.

ARTICLE 19:The Board of Directors shall elect one of its members to be chairman. In the case where the Board of Directors deems expedient, the Board may elect one or several directors to be vice-chairman. The Board of Directors may assign one or many directors to perform any act on their behalf.

ARTICLE 20: At a meeting of the Board of Directors, at least half of the total number of the Company's directors must be present to constitute a quorum. In the case where the chairman of the Board is not present at the meeting or is unable to perform his or her duty and if there is a vice-chairman, the vice-chairman present at the meeting shall preside over the meeting. If there is no vice-chairman or if there is a vice-chairman who is unable to perform his or her duty, the directors present at the meeting shall elect among themselves to preside over the meeting.

The decision of the meeting shall be made by a majority vote.

Each director shall have one vote, except that a director having interests in a given matter has no right to vote on such matter. In the case of any equality of votes, the chairman of the meeting shall have an additional vote as a casting vote.

ARTICLE 21: The board of directors of the company must hold a meeting at least once every 3 months.

            In case there is no chairman of the committee, the vice chairman can call for a meeting. If there is no vice chairman, two or more committee members can jointly call for a meeting.

If there is a justifiable reason or for the benefit of the company, two or more directors may jointly request that the chairman call a board meeting. They must specify the subject matter and the reasons for the proposal to be considered at the meeting. In such cases, the chairman must call the meeting and set the date for it within 14 days from the date of the request.

           If the chairman of the board fails to act within the prescribed period under clause three, the requesting director or directors may call and set the meeting of the board to consider the matter requested within fourteen days from the expiration of such period.

           When calling a board meeting, notice must be sent to the directors no less than 3 days prior to the meeting, unless urgent circumstances require a shorter notice period in order to protect the rights and interests of the company. The notice may be sent electronically or by other means, and the meeting may be scheduled to take place sooner than the period if necessary.

           The board of directors of a company can hold meetings at the main office location or any other location deemed appropriate.

ARTICLE 22: The two directors are authorized to jointly sign with the Company seal affix and the board may specify the names of the authorized directors to sign to bind the Company.

ARTICLE 23: The Board of Directors may appoint any other person to conduct the business of the Company under their control or may authorize the said person to have the power as the Board of Directors deems appropriate, within the appropriate time frame and the Board of Directors may cancel, withdraw, change or amend such power.

ARTICLE 24: The Board of Directors must cause an annual ordinary meeting of shareholders to be held within four months from the ending date of the fiscal year of the Company.

Other shareholders' meetings besides the aforementioned shall be called an extraordinary meeting The Board of Directors may call an extraordinary meeting of shareholders at any time as it deems appropriate. or shareholders collectively counting the number of shares of not less than one-fifth of the total number of shares sold or shareholders of not less than 25 people holding shares in aggregate of not less than one-tenth of the number of shares sold got it all may join their names in writing requesting the Board of Directors to summon an ordinary general meeting of shareholders at any time. However, the reason for calling the meeting must be clearly stated in the aforementioned letter. In this case, the Board of Directors shall arrange a shareholders' meeting within 1 month from the date of receipt of the letter from the shareholders.

ARTICLE 25:  When calling a shareholders' meeting, the board of directors must prepare a written notice specifying the location, date, time, agenda, and details of the matters to be presented. The notice must indicate whether the matters are to be presented for information, approval, or consideration, and must also include the board's opinion on the matter. The notice must be sent to shareholders and the registrar no less than 7 days 7 before the meeting, and the meeting must be advertised in a newspaper or via electronics media for at least 3 consecutive days, no less than 3 days before the meeting. 3 In conducting a shareholder meeting, it can be held at the main office location of the company or in any province throughout the Kingdom. 3 วัน ในการประชุมผู้ถือหุ้นสามารถจัดประชุมได้ ณ ท้องที่อันเป็นที่ตั้งสำนักงานใหญ่ของบริษัทหรือจังหวัดอื่นทั่วราชอาณาจักร

ARTICLE 26: In the meeting of shareholder, the shareholders may authorize other legal age persons as proxies to attend and vote at the meeting on their behalf. The proxy shall be dated and have the signature of the shareholder and in the form as stipulated by the registrar.

This proxy shall be submitted to the chairman of the board or to the person designated.by. the chairman of the board at the meeting venue before attending the meeting.

ARTICLE 27: In the meeting of shareholders, there shall be shareholders and proxies (if any) attending at the meeting amounting to not less than 25 persons and must have a total of not less than one-third of the total number of shares sold, or the shareholders and proxies attending the meeting, not less than one half of the total number of shareholders and such shareholders shall hold shares amounting to not less than one-third of the total number of shares sold to constitute a quorum.

At any meeting of shareholders, in the case where one hour has passed since the time for which the meeting is scheduled and the number of shareholders attending the meeting is still inadequate for a quorum as prescribed, if such meeting of shareholders was called as a result of a request by the shareholder, such meeting shall be cancelled. If such meeting of shareholders was not called as a result of a request by the shareholder, the meeting shall be called once again and the notice calling such meeting shall be delivered to shareholders not less than 7 days prior to the date of the meeting. In the subsequent meeting, a quorum is not required. 

At meeting of shareholders, the chairman of the board shall be the chairman of the meeting. If there is no chairman or the chairman does not attend the meeting, if there is a vice chairman, the vice chairman shall act as the chairman. If the vice-chairman does not have or exists but cannot perform his duty, the meeting shall elect one of the shareholders to attend the meeting as the chairman.

ARTICLE 28: In voting, one share has one vote and a resolution of the meeting of shareholders shall be made by the following votes:

   (1) in an ordinary event, the majority vote of the shareholders who attend the meeting and cast their votes. In case of an equality of votes, the chairman of the meeting shall have an additional vote as a casting vote.

  (2) in the following cases, a vote of not less than three-fourths of the total number of votes of shareholders who attend the meeting and have the right to vote:

         (A) the sale or transfer of the whole or important parts of the business of the Company to other persons; 

         (B) the purchase or acceptance of transfer of the business of other companies or private companies by the Company,

         (C) the signing, amending or terminating of contracts with respect to the granting of a hire of the whole or material parts of the business of the Company, the assignment of the management of the business of the Company to any other person or the amalgamation of the business with other persons with the purpose of profit and loss sharing;

         (D) the amendment of the Memorandum of Association or Articles of Association;

         (E) the increase or decrease of the capital of the Company or issuance of debenture;

         (F) the amalgamation or termination of the Company.

ARTICLE 29: Businesses that the annual general meeting should carry out are as follows:

    (1) consider the report of the Board of Directors presented to the meeting showing the performance of the Company in the past year.

    (2) consider and approve the balance sheet and profit and loss account of the previous fiscal year.

    (3) consider allocating profits and allocating funds as reserves.

    (4) elect directors to replace those who are retired by rotation, and fix the remuneration.

    (5) appoint an auditor and fix the remuneration.

    (6) others

ARTICLE 30: The Company can increase capital from the registered amount by issuing more new shares, which can be done when:

     (1) all shares have been issued and have been fully paid, or in the event that the shares have not been all sold, the remaining shares must be issued to support convertible debentures or warrants for purchasing shares.

     (2) the meeting of shareholders has a resolution to vote not less than three-fourths of the total number of votes of the shareholders who attend the meeting and have the right to vote; and

     (3) bring the capital increase resolution to register the change of registered capital with the registrar within fourteen (14) days from the date the meeting passed the resolution.

ARTICLE 31: The additional shares under Article 30 may be offered for sale in whole or in part and maybe offer to the shareholders in proportion to the number of shares held by each shareholder first, or maybe offered for salt to the public or other persons, either in whole or in part, according to the resolution of the meeting of shareholders.

ARTICLE 32: The Company may reduce the capital from the registered number by reducing the par value of each share or reducing the number of shares, but cannot be reduced to less than one quarter of the total capital.

Except in the case that the Company has accumulated losses and has already compensated for the accumulated losses in accordance with the law of public limited companies, there is still an accumulated loss remaining. The Company may reduce the capital to less than one quarter of the total capital.

The reduction of the number of shares or the value of shares under the first or second paragraph is how much and by any means, it can be done only when the meeting of shareholders has a resolution to vote not less than three-fourths of the total number of votes of the shareholders who attend the meeting and have the right to vote. In this regard, the Company must register the resolution within 14 days from the date of the resolution.

ARTICLE 33:  When a company wishes to reduce its capital, it must send a notice of the resolution to its creditors within 14 days from the date of the shareholders' meeting. The deadline for lodging any objections is 2 months from the date of receipt of the notice, and the resolution must be advertised in a newspaper or via electronics media within 14 days of the deadline. 14 วันด้วย

ARTICLE 34: Prohibiting payment of dividends from funds other than profits in the case where the company still has accumulated losses. Dividends must not be paid.

       The payment of dividends must be made within 1 month from the date of the shareholder meeting or board of directors resolution, as the case may be. Notice shall be given in writing to the shareholders and the payment of dividends shall be advertised in the newspaper or via electronics media.  No interest shall be charged to the company if the payment of dividends is made within the period prescribed by law.

ARTICLE 35: The Board of Directors may pay interim dividends to the shareholders from time to time when it appears to the directors that the Company has sufficient profits to do so. After dividends have been paid, the Board of Directors shall report to the meeting of shareholders in the next meeting.

ARTICLE 36: Dividends shall be distributed according to the number of shares at an equal amount each share, unless otherwise specified for preferred shares.

ARTICLE 37: The Company shall allocate a portion of its annual net profit to a reserve fund not less than five percent of the annual net profit deduct the accumulated loss brought forward (if any) until this reserve amount is not less than ten percent of the registered capital.

In the case that the Company does not sell the shares as it has been registered or the Company has registered the capital increase. The Company may pay dividends in whole or in part by issuing new ordinary shares to the shareholders with the approval of the shareholders' meeting.

ARTICLE 38:  The loan of the Company by issuing debentures for sale to the public will be in accordance with the law of securities and exchange.

The resolution to issue debentures according to the first paragraph shall require the resolution of the shareholders' meeting with a vote of not less than three-fourths of the total number of votes of the shareholders who attend the meeting and have the right to vote.

                                                                                                                                   CHAPTER VII
                                                                                                      ACCOUNTING, FINANCE AND AUDIT

ARTICLE 39: The fiscal year of the Company shall commence on is 1st of January and end on 31st of December of every year.

ARTICLE 40: The Company must prepare and maintain accounts as well as the audits in accordance with the relevant low and must prepare a balance sheet and profit and loss account at least once in the 12 months period which is the Company's fiscal year

ARTICLE 41: The Board of Directors must prepare the balance sheet and profit and loss account at the end of the Company's fiscal year to be proposed to the shareholders' meeting in the annual general meeting, to consider and approve this balance sheet and profit and loss account. The Board of Directors must arrange for the auditors to finish the examination before presenting to the shareholders' meeting.

ARTICLE 42: The Board of Directors must send the following documents to the shareholders together with the notice calling for the annual general meeting.

     (1) a copy of the balance sheet and profit and loss account that the auditor has examined with the audit report.

     (2) The Board of Directors' annual report.

ARTICLE 43: The auditor has a duty to be present at a meeting of shareholders of the Company every time that is considered the balance sheet, the profit and loss account, and problems concerning the accounts of the Company in order to give explanations on audit to the shareholders. The Company shall also deliver to the auditor of reports and document that the shareholders ought to receive at such meeting of shareholders. In addition, the auditor shall not be a director, an employee, a staff member, nor a person holding any position in the Company. The auditor has the power to examine documents. accounts and any other records concerning income, expenditure, as well as assets and liabilities of the Company during the office hours of the Company. To have the power to inquired a director, an officer, an employee of the Company to provide any statements and explanations that are necessary for the performance of their duties. The auditor must prepare a balance sheet report and an account proposed of the annual general meeting f shareholders, and also declare in the report whether the balance sheet has been prepared correctly and shows the true and correct business of the Company or not.

ARTICLE 44: The Company’s seal is as follows

ARTICLE 45: In the case that the Company assigns Thailand Securities Depository Co., Ltd. is the share registrar of the Company. The practices related to the registration work of the Company shall be as specified by the share registrar.

ARTICLE 46: In case of the company or subsidiary agrees to enter into a connected transactions or a transaction related to the Acquisition and Disposition of Assets of the company or subsidiary in accordance with the Notification of the Stock Exchange of Thailand applicable to Connected transactions of listed companies or Acquisition and Disposition of Assets of a listed company, as the case, the company shall comply with the rules and procedures as specified in such notification in such matter as well. 

ARTICLE 47: The Schedule of prohibitions of Foreign Dominance Behaviors in compliance with the Notification of the National Broadcasting and Telecommunications Commission, Re: Prescription of Restricted Foreign Dominance Behaviors B.E. 2555 (2012) (“the Notification of NBTC”) are as follows;

     1) Dominance by holding shares through foreigners, agents or apparent agents, directly or indirectly, with a view to avoiding compliance with the Notification.

     2) Dominance by holding shares through foreigners themselves, their representatives or agent whereby (i) such share have special rights in term of higher voting rights than their shareholdings, or (ii) such shares have preferential rights that are better than shares held by Thai shareholders.

     3) Dominance through foreigners having controlling power or influential power, directly or indirectly, in policy making, management, operation, appointment of directors, or senior executives.

        Senior management means the chairman of the board. Managing Director, Manager, Director, Head of Purchasing Management Chief Financial Officer or any other person which has the power to control or influence the administration of the telecommunications business or the operation of the telecommunications business in the applicant's business

     4) Dominance through entering into legal relationships with source of funds and loans from foreigners or its group companies, such as issuing guarantees as security for loans, lending money at interest rate cheaper than market rate, granting business assurance or granting credit facilities, provided that such relationships are discriminatory.

     5) Dominance through entering into intellectual property agreements, franchise agreements or agreements which grant exclusive rights in favor of foreigners or its group companies and such agreements result in transfers of expense and returns to foreigners;

     6) Dominance through entering into procurement agreements, or management agreements with foreigners or its group companies or employees, or staffs of foreigners or its group companies and such agreements result in transfers of expenses and returns to foreigners.

     7) Dominance through engaging in joint business operations with foreigners or its group companies, under which there are distributions or allocations of costs in a manner that results in transfers of expenses and returns to foreigners.

     (8) Dominance through entering into transactions in a manner that is a transfer pricing or a price collusion with foreigners or its group companies.