17 November 2011
SET advises MCOT's Board of Directors to be careful in holding EGM
Investor reminding/Information analysis
Subject : SET advises MCOT's Board of Directors
to be careful in holding EGM
Company name : MCOT PUBLIC COMPANY LIMITED (MCOT)
Remark :
SET advises to the Board of Directors of MCOT that they shall carefully consider
on the Extraordinary General Meeting of the Shareholders for the benefit of its
shareholders
On November 1, 2011, the Board of Directors (BoD)'s Meeting of MCOT Public
Company Limited (MCOT) resolved to convene the Extraordinary General Meeting
(EGM) of the Shareholders as requested by the shareholder on November 25, 2011.
On November 14, 2011, MCOT's BoD has later resolved to approve the postponement
of the mentioned EGM of Shareholders from November 25, 2011 to December 9,
2011. In this regard, the venue, time and meeting agendas remain unchanged.
Due to the current flooding situation, MCOT's BoD concerned that the delivery of
the notice of the meeting to the shareholders might be delayed. Besides, the
meeting venue is located in the area at risk of flooding. The postponement of
the EGM will enable the shareholders to have a sufficient time to consider the
notice and be able to attend the meeting. (Details in the company's news on
SET's disclosure system on November 15, 2011)
This EGM has been requested by the shareholder who exercises the right under
Section 100 of the Public Limited Company Act B.E. 2535 stipulating that the BoD
shall proceed to call a meeting of shareholders to be held within one month as
from the date the request is received from the shareholder. The shareholder
requests to have important agendas for the management of the company including
the removal of every member of the Board in which the BoD may have conflict of
interest with such agenda. Moreover, the SET receives a complaint from the
shareholder who requests the EGM, stating that there is no reasonable ground
under the law to postpone the EGM, and the postponement may incur damage to
shareholders. Hence, such shareholder insists that MCOT has to hold the EGM in
accordance with the previous schedule which is on November 25, 2011,in order to
consider the company's performance under the governance of the existing BoD, and
the appropriateness of the existing BoD to hold the position. This is to
prevent any action that may significantly affect the company's financial status
and performance.
Therefore, the SET advises MCOT's BoD to urge the shareholders' meeting in
order to comply with the related laws. Any consideration or changes of the
meeting should be performed with impartiality, preserving the shareholders'
benefit and maintaining good corporate governance of listed companies.
The SET suggests shareholders and general investors to study and closely
monitor the company's disclosed information in order to make investment decision
and exercise the shareholder's right.
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