Page 80 - Demo

78 Super Turtle Public Company Limitednon-related person before such information has been publicly disclosed. In 2024/25, no violations or offenses regarding the use of insider information by directors, executives and employees were found.Equitable treatment of shareholders: The Company treats each and every shareholder equally, whether they are minority shareholders, major shareholders, institutional investors, or foreign investors. The Company also ensures that there is no act in any way that will violate or deprive shareholders%u2019 rights.Shareholders%u2019 meetings: The Company determines that an annual general meeting of shareholders must be held within 4 months from the end of the Company%u2019s fiscal year and other shareholders%u2019 meetings, i.e., extraordinary general meetings of shareholders, are to be called when it is deemed necessary and appropriate. The shareholders%u2019 meetings of the Company may be held in the form of a physical meeting, an electronic meeting, or a hybrid meeting in accordance with the procedures required by laws and in accordance with the principles of good corporate governance. In the shareholders%u2019 meetings, the Company arranged for a legal advisor(s) to attend the meeting to provide legal advice and witness the vote count throughout the meeting, and gave the minority shareholders an opportunity to nominate a representative to witness the vote count. In the agenda where financial statements were considered for approval, the Company arranged for its auditor to be present. Proposing agenda items and nominating director candidates: The Company provides the shareholders an opportunity to exercise their rights to propose agenda items and/or nominate candidates to be elected as directors in advance in order to promote fair and equitable treatment of shareholders. The shareholders are entitled to propose agenda items and/or nominate candidates to be elected as directors at the annual general meeting of shareholders in accordance with the criteria publicised on the Company%u2019s website, which were announced through the SET%u2019s website.Invitation and facilitation for shareholders:To protect shareholders%u2019 equal rights and not restrict their access to information, the Company prepared and provided the invitation to shareholders%u2019 meeting and supporting documents in both Thai and English, and engaged Thailand Securities Depository Co., Ltd., its securities registrar, to undertake the delivery of the invitation to all shareholders. The invitation provided adequate information regarding the place, date and time of the meeting, meeting agenda, objectives and rationale of each agenda together with the opinion of the Board of Directors, number of votes required for each agenda item, registration documents and other supporting documents with no difficulty condition for proxy. This allowed the shareholders to have sufficient time to study the documents beforehand. There were no hidden agendas or addition of other agendas that were not stated in the invitation. The Company publicised the invitation together with the supporting documents on the Company%u2019s website at least 28 days in advance and allowed the shareholders to submit their inquiries that are relevant to the agenda of the shareholders%u2019 meetings in advance before the meeting date, and made an announcement of the invitation in the newspapers or via electronic or other means in accordance with the criteria stipulated by laws or relevant notifications, for 3 consecutive days, at least 3 days prior to the meeting date.For the Annual General Meeting of Shareholders, the Company will arrange the shareholders%u2019 meeting on the appropriate date and time. If the shareholders%u2019 meeting is held in the form of a physical meeting, the meeting venue will be at the appropriate venue that could accommodate all shareholders, having a good security system and adequate space for the number of shareholders attending the meeting and being conveniently accessible for shareholders. A venue map of the shareholders%u2019 meeting will be enclosed with the invitation to the shareholders%u2019 meeting. In case the shareholders%u2019 meeting is held in the form of an electronic meeting, the Company will use the system that is conveniently accessible by the shareholders and meet standard under relevant regulations. The Company will allow the shareholders to submit a request form for attending the meeting at least 7 days before the meeting date and will allow the shareholders to attend the meeting at least 1 hour before the meeting time.Appointment of proxies: To protect the rights of the shareholders who cannot attend the shareholders%u2019 meeting in person, the Company enclosed a proxy form (Form B) to the invitation together with the list of documents and evidence required for the appointment of a proxy. The shareholders may appoint their representative or the independent director of the Company as their proxy to attend the meeting and cast votes on their behalf. The Company provided in the invitation the name of at least one independent director whom the shareholders can appoint as their proxy. In addition, the Company also published the invitation and the proxy forms (Form A, Form B and Form C) together Introduction Nature of Business Business Performance Corporate Information Corporate Governance Financial Report Attachment