Criteria for Shareholders to propose Agenda and Director Nominee
in advance for 2023 Annual General Meeting of Shareholders

 Objective
          Sahamit Machinery Public Company Limited (the "Company" or "SMIT") recognizes the importance of the good corporate governance regarding the right and equitable treatment of all shareholders, the Company has given the opportunity to our shareholder to propose the agenda and to nominate persons to be considered for the election as directors at the 2023 Annual General Meeting of Shareholders (“ AGM ”) in advance with the criteria as described below.

The Qualifications of Shareholders
          The shareholders who wish to propose the agenda or to nominate the Candidate must possess the following qualifications:

1. Being the shareholder of the Company, which can be either one shareholder or several shareholders hold the Company share at the minimum of 500,000 shares.
2. Holding shares consecutively for at least one year until the date of proposal/ nomination.
3. The shareholders must provide shareholding evidence to show the full qualification as specified above such as copies of shares certificates which issued by the securities company (Broker) or other certificate issued by the Stock Exchange of Thailand or Thailand Securities Depository Co., Ltd. For the benefit of identification documents of such shareholders, namely copies of identification card/passport (for foreigners), home address, telephone number, and mobile number which are convenient for contacting purposes, are required.

Conditions for consideration

1. Proposing AGM Agenda
   The proposal that will not be included as the AGM agenda:
   1.1 Matter proposed by shareholders who are not qualified, not able to provide complete and correct information and evidence, and not able to propose on the time set forth.
   1.2 Matters to do with normal business operation and allegation made by shareholders which do not present reasonable cause to suspect the abnormality of the said business operation.
   1.3 Matters that are beyond authority of the Company to conduct in order to meet the expected results.
   1.4 Matters that have been previously proposed to Shareholder Meetings during the past 12 months and were supported by less than ten percent of total voting rights of the Company. It is exceptional if the fact in the latter proposals have         been changed significantly from the previous ones
   1.5 Matters that are against laws and/or government & authority’s rules and regulations and/or matters that are not corresponding to the Company Objectives, Articles of Association, Statement of Business Conduct of the Company
   1.6 Matters which have been completed
   1.7 Matters proposed for personal benefits or special benefits for a particular group of persons
   1.8 Other matters corresponding to notification of Capital Market Supervisory Board.
2. Nominating persons to be elected as director(s)
   Any candidate to be proposed for being a director must possess the following key qualifications and does not have prohibited characteristics:
   2.1 Possessing the required qualifications and not having prohibited characteristics of a director according to the Public Limited Companies Act, the Securities and Exchange Act, and the Good Corporate Governance of the Company;
   2.2 Be knowledgeable, capable and possess a variety of skills and working experiences that are beneficial for the Company.
   2.3 Be capable of providing leadership, vision, ethic and independent in making decision for the optimum benefit of the company and shareholders and able to use knowledge, capability and experiences for the business conduct and truly interested in Company’s business.

Procedures and channels for proposal of agendas and qualified candidates for director position
          Shareholders possessing the qualifications as specified criteria above must complete and submit “The Meeting Agenda Proposal Form for the 2023 Annual General Meeting of Shareholders of SMIT" and / or “Director Nomination Form for 2023 Annual General Meeting of Shareholder of SMIT” (downloadable at the Company’s website at www.sahamit.co.th) and along with complete, accurate supporting documents as remarked either in person or via registered post by January 31, 2023 to the following address:
                                                       

Shareholders may send the proposal informally to Company Secretary at Email: This email address is being protected from spambots. You need JavaScript enabled to view it. or Fax: 0-2295-1020

Consideration

1. The Company secretary will consider in prior based on relevant criteria and regulatory requirements. If the information is complete, the Company secretary will propose to the Board of Directors for consideration. If shareholders cannot deliver such documents to the Company by the deadline, the Company will regard that such shareholders have not exercised their right to nominate directors for election.
2. If any proposals are approved by the Board of Directors, the Company will include them on the 2023 Annual General Meeting of Shareholder agenda remarked as “Agenda from shareholders” in the Invitation Letter to shareholders or clarify them at the shareholders’ meeting.
3. If any proposals are not approved by the Board of Directors, the Company will notify the shareholders in the shareholders’ meeting or through other suitable information channels.
4. The Board of Directors judgment is deemed the matter comes to an end.

Deadline for Proposal Submission
          The Company provides the opportunity to shareholders to send the proposalfrom now until 31 January 2023.

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