MINOR INTERNATIONAL PCL.

The Articles of Association of Minor International Public Company Limited

Section 5
Meeting of Shareholders

28.

The Board of Directors shall arrange an annual ordinary general meeting of shareholders within the period of four months following the end of the Company’s fiscal year.

Except for the above-stated meeting of shareholders, other meetings of shareholders shall be recognized as extraordinary general meeting of shareholders. The Board of Directors may call extraordinary general meetings as it deems necessary or when shareholders holding shares totaling not less than one-fifth of the Company’s paid-up shares or not less than 25 shareholders holding shares totaling not less than one-tenth of the Company’s paid-up shares unify to make a request in writing requesting the Board of Directors to summon an extraordinary meeting at any period, but the reason for calling a meeting must be clearly stated in such written request.

29.

In summoning a shareholders’ meeting, the Board of Directors shall issue meeting notice specifying the venue, date, time agenda and related information with clear objective for each agenda whether for acknowledgement, approval or consideration plus the Board’s opinion. Such notice shall be sent to shareholders and registrar at least 7 days prior to the meeting and promulgated in daily newspaper for three consecutive days at least 3 days prior to the meeting.

30.

The shareholder meeting must be attended by shareholders in persons or by proxies (if any) not less than twenty-five persons or not less than a half of total number of shareholders and have an aggregate number of shares not less than one-third of all paid-up shares to constitute a quorum.

If one hour has elapsed after the appointed time of the meeting but the shareholders attending the meeting do not constitute a quorum, the meeting shall be called off in case the meeting was summoned upon the requisition of the shareholders. If the meeting was not summoned by the shareholders not less than 7 days before the date fixed for the meeting, the meeting shall proceed even if it does not constitute a quorum.

The chairman of the Board of Directors shall be the chairman of the shareholder meetings. In case the chairman of the Board of Directors does not present at the meeting or unable to perform his duty, and if there is a vice-chairman, the vice-chairman present at the meeting shall be the chairman of the meeting. In case the vice-chairman is unable to perform his duty, the shareholders present at the meeting shall elect one shareholder to be the chairman of the meeting.

31.

Any shareholder who does not attend the meeting may appoint a proxy in writing to attend the meeting and vote in his replacement.

The proxy must submit the instrument appointing a proxy to the chairman of the meeting or the person designated prior to the start of the meeting.

Such instrument must be prepared in compliance with the format prescribed by the Department of Commercial Registration.

In casting votes, one share shall be entitled to one vote. A resolution of the shareholder meeting shall require:

In an ordinary event, the majority vote of the shareholders who attend the meeting and cast their votes. In case of a tie vote, the chairman of the meeting shall have a casting vote.

In the following events, a vote of not less than three quarters 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 entire 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 making, amending or terminating of contracts with respect to the granting of a lease of the entire or important parts of the business of the company, the assignment of the management of the business of the company to any other persons or the amalgamation of the business with other persons with the purpose of profit and loss sharing.

32.

An annual general meeting shall be summoned for the following purposes:

	1.	Considering and acknowledging the annual report of the Board of Directors;
	2.	Considering and approving the balance sheet and the profit and loss statement;
	3.	Considering and approving the appropriation of profit and dividend payment;
	4.	Electing and new director in replacement of those who must retire on the expiration of their terms.
	5.	Appointing auditor and fixing the remuneration for auditing.

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