People's Garment Public Company Limited
Chapter 1: General Provisions

Article 1. These Articles are referred to as the Articles of Association of People’s Garment Public Company Limited.

Article 2. The term “Company” in these Articles means People’s Garment Public Company Limited.

Article 3. The term “law” in these Articles means the law on public limited companies.

Article 4. Where there are no other provisions specifically stated in these Articles, the law on public limited companies shall govern.

Chapter 2: Issue and Transfer of Shares

Article 5. Company shares consist of ordinary shares of equal value. The Company may issue preferred shares, debentures or convertible debentures and other securities under the law on securities and exchange.

Article 6. Persons not holding Thai nationality may not at any time hold shares in the Company in an amount exceeding thirty (30) percent of the total number of distributed shares.

Article 7. If two or more persons subscribe to shares or jointly hold one or several shares, such persons shall be jointly liable for the payment of monies due in respect of the shares or share premium, and such persons must appoint one among themselves to exercise rights on behalf of the subscribers or shareholders, as the case may be. In this regard, written evidence of the appointment must be submitted to the Company or share registrar. In the absence of an appointment, it shall be presumed that the person whose name appears first in the share subscription form or share certificate is the sole person who may exercise rights on behalf of the subscribers or shareholders until evidence of an appointment has been submitted to the Company.

Article 8. The Company shall issue share certificates to shareholders within two (2) months as from the day of Company registration by the registrar, or as from the day of receipt of full payment for the shares. In the case of the distribution of remaining shares or the distribution of shares issued subsequent to Company registration, the Company shall not issue share certificates to any person until the capital increase has been registered and such person has fully paid for the shares.

Article 9. All shareholders shall receive a share certificate. The outstanding shareholding may be stated in one share certificate or may be divided into several share certificates. Each share certificate shall state the name of the Company, Company registration number and date of registration, class, value and share certificate number and amount of shares, name of shareholder, date of share certificate issue and other particulars as specified by law, including the signature of at least one director affixed or printed on the share certificate along with the Company seal. However, where the director appoints or designates a shares registrar pursuant to the law on securities and exchange to affix or print a signature on the former’s behalf, the share certificate does not have to bear the Company seal.

Article 10. A shareholder may request the Company to issue a new share certificate to replace a share certificate which is lost, defaced or damaged in the essence. The Company shall issue the new share certificate within the period prescribed by law.

In the case of a lost or destroyed share certificate, the shareholder must present evidence of filing a report with an investigation official or other reasonable evidence to the Company. In the case of a defaced or damaged share certificate, the shareholder must surrender the original share certificate to the Company.

Article 11. The Company may charge a fee for the issue of a new share certificate to replace a lost, destroyed, defaced or damaged share certificate in accordance with the rate prescribed by law.

Article 12. In the case where the Company offers shares at a premium to the registered share value, the subscriber must pay the premium along with the share value.

Article 13. In the event of death or bankruptcy of a shareholder causing another person to become entitled to rights in such shares, if such person has presented lawful and complete evidence to the Company, the Company shall process the registration and issuance of a new share certificate within one (1) month as from the day of receiving complete evidence.

Article 14. The Company shall not hold its own shares or accept a pledge of its own shares, except in the following cases:

(1) the Company may repurchase shares from shareholders who cast dissenting votes to a resolution of a shareholders’ meeting which amends the Articles of the Company in relation to the voting rights and dividend rights deemed as unfair by the said shareholders;

(2) the Company may repurchase shares to manage its finances in the event where the Company has retained profits and surplus cash flow, and the share repurchase does not cause the Company to encounter financial difficulties.

Shares held by the Company do not constitute towards to the quorum in a shareholders’ meeting and do not entitle the Company to voting rights and dividend rights.

A share repurchase must be approved by a shareholders’ meeting, except in the case of the repurchase of less than 10 percent of paid-up share capital which shall be the authority of the Board of Directors.

Company proceedings in connection with the repurchase of Company shares, disposal of repurchased shares and cancellation of repurchased shares shall be in accordance with the law.

Article 15. Shares of the Company are transferrable without limitation, except in the following cases:

(1) the transfer of such shares will cause the Company to lose rights and benefits to which it is normally entitled under the law, or;

(2) where the transfer of such shares causes persons not having Thai nationality to, at any time, hold an aggregate amount which exceeds thirty (30) percent of the total amount of distributed shares, the Company has the right to refuse the transfer of such shares.

Article 16. A share transfer is effective upon endorsement by the transferor on the reverse side of the share certificate specifying the name of the transferor and the affixation of the signatures of the transferor and transferee, as well as the delivery of share certificate to the transferee. The share transfer may be asserted against the Company when the Company has received an application for registration of the share transfer. However, the share transfer may be asserted against a third party only when the Company has registered the share transfer. In this regard, if the Company finds that the share transfer is in compliance with the law, the Company shall register the share transfer within fourteen days as from the day of receiving such an application, or if the Company finds that the share transfer is incorrect or incomplete, the Company shall notify the applicant within seven (7) days.

Upon the registration of the Company shares as registered securities in the Stock Exchange of Thailand, the transfer of shares shall be in accordance with the law on securities and exchange.

In the case where a transferee is a minor, there shall also be a written consent of a legal representative or guardian of such minor.

Article 17. In the case where a share transferee wishes to obtain a new share certificate, an application shall be submitted to the Company in writing signed by the share transferee and at least one (1) witness along with the original share certificate or other evidence. Upon the Company’s finding that the share transfer is in accordance with the law, the Company shall register the share transfer within seven (7) days and issue a new share certificate within one (1) month of receiving the application.

Chapter 3: Board of Directors

Article 18. There shall be a Board of Directors of the Company consisting of not less than five (5) persons and not less than one-half (1/2) of the total number of directors must have residence in the Kingdom.

The Board of Directors shall elect a director to become the Chairman. Where the Board of Directors deems appropriate, one or several directors may elected to become the Vice-Chairmen. A Vice-Chairman has duties pursuant to the Articles in the activities assigned by the Chairman.

An act on behalf of the Company shall be executed by the joint signatures of two directors under the Company’s seal.

The Board of Directors may designate directors who are authorized to act on behalf of the Company under the Company’s seal.

Article 19. A director must be a natural person and:

(1) has attained legal age;

(2) is not a bankrupt, incompetent or quasi-incompetent person;

(3) has never been sentenced to imprisonment by a final judgment for a property offence committed fraudulently;

(4) has never been discharged or dismissed from official service or a state organisation or agency on the grounds of fraudulent misconduct.

Article 20. The shareholders’ meeting shall elect directors in accordance with the following rules and procedures:

(1) a shareholder shall have one vote per share;

(2) each shareholder must exercise all votes held under (1) to elect one person or several persons as directors; votes may not be distributed in varying proportions to any particular person;

(3) persons in the order of the highest number of votes received shall be elected as directors in the number available for election by the shareholders’ meeting; in the event that persons in the subsequent orders having equal numbers of votes exceeds the number of vacancies available for election by the shareholders’ meeting, the Chairman shall exercise a casting vote.

Article 21. At every annual general meeting, one-third (1/3) of the directors shall retire. If the number of directors cannot be divided into three (3), the number closest to one-third (1/3) shall retire.

The directors retiring in the first and second years following the registration of the Company shall be determined by a draw of lots. In the subsequent years, the longest-serving director shall retire. A director who has retired may be re-elected.

Article 22. In addition to retirement by rotation, a director shall vacate office upon:

(1) death;

(2) resignation;

(3) lack of qualifications or disqualification by law or under these Articles;

(4) removal by resolution of the shareholders’ meeting;

(5) removal by order of the court.

Article 23. A director who wishes to resign shall submit a resignation letter to the Company.

The resignation shall be effective as from the day the resignation letter is served on the Company.

A resigning director under paragraph one may also serve notice of resignation to the registrar under the law on public limited companies.

Article 24. In the event where the office of a director becomes vacant otherwise than by rotation, the Board of Directors, in its following meeting, shall elect a person having the qualifications and not having disqualifications under the law to become a director in fulfillment of the vacant office, except where the remaining term in office of the director is less than two (2) months.

The replacement director shall serve only for the remaining term of the replaced director.

A resolution of the Board of Directors under paragraph one must be comprised of the votes of not less than three-fourths (3/4) of the remaining directors.

Article 25. A shareholders’ meeting may pass a resolution to remove a director before the expiration of term by the votes of not less than three-fourths (3/4) of the number of shareholders present at the meeting who are eligible to vote and having a total sum of shares not less than one-half of the number of shares held by shareholders present at the meeting who are eligible to vote.

Article 26. In the event that a director’s office becomes vacant, the remaining directors shall be able to continue to perform functions, unless the number of directors is less than the number to constitute a quorum under Article 27, in which case the remaining directors shall only perform the function of calling a shareholders’ meeting to appoint directors to fill all the vacant offices.

Article 27. At a meeting of the Board of Directors, at least one-half (1/2) of the directors must be present to constitute a quorum. In the event that the Chairman is absent or unable to perform duties, if there is a Vice-Chairman, the Vice-Chairman shall preside over the meeting. If there is no Vice-Chairman or the Vice-Chairman is unable to perform duties, the directors present at the meeting shall elect one among themselves to preside over the meeting.

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

Each director shall have one vote, but a director having an interest in any matter shall not have the right to vote on such matter. If there is an equality of votes, the presiding officer shall cast an additional vote as a casting vote.

Article 28. When calling a meeting of the Board of Directors, the Chairman or person entrusted by the Chairman shall send a notice of meeting invitation to the directors at least seven (7) days prior to the meeting date, except in the case of an urgent necessity to safeguard the rights or interests of the Company, the meeting invitation notice may be sent by other means and the meeting may be set at an earlier date.

The place to be used for a meeting under paragraph one shall be situated in the same locality as the Company Head Office or Branch Office or other place as determined by the Board of Directors.

Article 29. The Board of Directors has the powers and duties to manage the Company in accordance with the law, objects, articles and resolutions of the shareholders’ meeting.

The Board of Directors may appoint directors and/or other persons who are officers or employees of the Company and/or third parties as Executive Committee Members to carry out one or several activities under any predetermined conditions, or may designate a director or other person to perform an act on behalf of the Board of Directors.

Article 30. A director is prohibited from engaging in a business which is identical to and in competition with the Company’s business, or from becoming a partner in a general partnership or an unlimited partner in a limited partnership, or a director of a private company or other company which undertakes an identical business and is in competition with the Company’s business, whether for the interests of oneself or of others, unless notice has been given to the shareholders’ meeting prior to the appointment resolution.

Article 31. A director shall notify the Company of the following events without delay:

(1) a direct or indirect interest in a contract entered into by the Company during an accounting period, in which case the facts relating to the contract description, name of contractual parties and particulars of the director’s interest in such contract (if any) shall be specified;

(2) holding a share or debenture of the Company or subsidiary, in which case, the total amount of increase or decrease during an accounting period (if any) shall be specified.

Article 32. The Company is prohibited from paying sums or other properties to directors, except for the payment of remuneration pursuant to entitlements and other forms of compensation normally payable to a Company’s director, e.g. salaries, meeting allowances, stipends, insurance fees, rewards, grants, bonuses, medical expenses, fuel allowances and travel allowances.

The foregoing paragraph does not include remuneration or welfare benefits received by a director in the capacity of an officer or employee of the Company.

Chapter 4: Shareholders’ Meeting

Article 33. The Board of Directors shall summon a shareholder meeting as an annual general meeting of shareholders within four (4) months as from the last day of the fiscal year of the Company.

The shareholder meetings other than the said meeting shall be called extraordinary meetings.

The Board of Directors may summon an extraordinary meeting of shareholders any time as it deems appropriate.

One or more shareholders holding the aggregate number of shares of not less than ten (10) percent of the total number of shares sold may, by subscribing their names, request the board of directors in writing to call an extraordinary meeting at any time, but the reasons for calling such meeting shall be clearly Stated in such request. In this regard, the board of directors shall proceed to call a meeting of shareholders to be held within forty-five (45) days as from the date the request in writing from the shareholders is received.

In case the board of directors fails to arrange for the meeting within such period under paragraph four, the shareholders who have subscribed their names or other shareholders holding the required aggregate number of shares may themselves call the meeting within forty-five (45) days as from the date of expiration of the period under paragraph four. In such case, the meeting is deemed to be shareholders meeting called by the board of directors and the Company shall be responsible for necessary expenses as may be incurred in the course of convening such meeting and the Company shall reasonably provide facilitation.

In the case where, at the meeting called by the shareholders under paragraph five, the number of the shareholders presented does not constitute quorum as prescribed by no.36 and no.37, the shareholders under paragraph five shall jointly compensate the Company for the expenses incurred in arrangements for holding that meeting.

Article 34. When convening a shareholders’ meeting, the Board of Directors shall prepare a meeting invitation specifying the place, date, time, meeting agenda and items to be proposed in the meeting together with the appropriate details. The items proposed for acknowledgement, approval or consideration, as the case may be, must be clearly specified along with the opinion of the Board of Directors on such matter. The invitation letter shall be served upon the shareholders and registrar at least seven (7) days prior to the meeting date. The meeting notice shall be advertised in a newspaper for not less than three (3) consecutive days and not less than three (3) days prior to the meeting date.

The place to be used for a meeting under paragraph one shall be situated in the same locality as the Company Head Office or Branch Office or other place as determined by the Board of Directors.

Article 35. The Board of Directors must deliver the documents required by law to the shareholders along with the notice of annual general meeting.

Article 36. At a shareholders’ meeting, not less than twenty-five (25) shareholders or proxies, or not less than one-half (1/2) of all shareholders holding in aggregate not less than one-third (1/3) of all distributed shares, must be present in order to constitute a quorum, except where specifically provided otherwise by law.

Article 37. At any shareholders’ meeting, where after the lapse of one (1) hour the number of shareholders present does not satisfy the quorum requirement under Article 37, if the meeting was convened pursuant to a petition made by the shareholders, the meeting shall be dissolved. If the shareholders’ meeting was not convened pursuant to a petition made by the shareholders, another meeting shall be called and a meeting notice shall be sent to the shareholders at least seven (7) days prior to the meeting date. The quorum requirement shall not apply to the latter meeting.

Article 38. The Chairman shall be the presiding officer of the shareholders’ meeting. In the event that the Chairman is absent or unable to perform duties, if there is a Vice-Chairman, the Vice-Chairman shall be the presiding officer. f there is no Vice-Chairman, or the Vice-Chairman is unable to perform duties, the shareholders present shall elect one among themselves to become the presiding officer.

Article 39. The presiding officer of the shareholders’ meeting has the duty of conducting the meeting in accordance with the Articles of Association of the Company on meetings. The meeting shall proceed in the order of the agenda stated in the meeting notice, except where the meeting passes a resolution to change the order of agenda by the votes of not less than two-thirds (2/3) of the shareholders present at the meeting.

Upon the completion of proceedings under paragraph one, shareholders holding in aggregate not less than one-third (1/3) of all distributed shares may submit a motion for the meeting to consider other matters not stated in the meeting notice.

In the event that the meeting has not completed deliberations of items on the agenda under paragraph one, or has not completed deliberations of a matter proposed by shareholders under paragraph two, as the case may be, and it is necessary to postpone deliberations, the meeting shall determine the place, date and time of the subsequent meeting. The Board of Directors shall send a meeting notice specifying the place, date, time and agenda to the shareholders at least seven (7) days prior to the meeting date. The meeting notice shall be advertised in a newspaper for not less than three (3) consecutive days and not less than three (3) days prior to the meeting date.

Article 40. All shareholders shall have the right to attend a shareholders’ meeting regardless of the type or occasion of the shareholders’ meeting.

Article 41. A shareholder may appoint a proxy to attend a meeting and vote on his/her behalf at the shareholders’ meeting. The proxy must submit a proxy letter to the Chairman or a person designated by the Chairman at the meeting place before the proxy’s attendance at the meeting. The proxy letter must be in accordance with the form prescribed by the registrar under the law on public limited companies.

Article 42. Any shareholder having a special interest in a matter to be voted upon by the meeting shall not have the right to vote on such item, except where the vote is for the election of a director.

In the case of an equality of votes, the presiding officer shall cast an additional vote as the casting vote.

Article 43. When voting, each share carries one vote.

A shareholders’ meeting resolution shall be constituted by the following votes:

(1) In a regular case, a resolution shall be passed by the majority vote of the shareholders present and eligible to vote. If there is an equality of votes, the presiding officer shall cast an additional vote as the casting vote.

(2) In the following cases, a resolution shall be passed by the votes of not less than three-fourths (3/4) of the total number of shareholders present and eligible to vote at the meeting:

A. Sale or transfer of the whole or substantial part of the Company’s undertakings to another person.

B. Purchase or receipt of transfer of the undertakings of another company or a private company by the Company.

C. Execution, amendment or termination of contract relating to the lease of the whole or substantial part of the Company’s undertakings, the assignment of the management of the Company’s businesses to another person or participation in a joint venture with the objective of sharing profits.

D. Amendment of the Company’s Memorandum of Association or Articles of Association.

E. Increase or decrease of the Company’s capital or issue of debentures.

F. Merger or dissolution of the Company.

Article 44.The following businesses shall be considered in annual general meeting:

(1) Report of trade operating results in the previous annual period.

(2) Approval of balance sheet and profit and loss account.

(3) Distribution of earnings.

(4) Election of new directors to replace directors retiring by rotation.

(5) Appointment of an auditor and determination of the audit fee for the Company.

(6) Consideration of other matters.

Chapter 5: Accounting, Finance and Audit

Article 45. The accounting year of Company commences on the 1st January and ends on the 31st December of every year.

Article 46. The Company must provide for the preparation and safekeeping of its accounts as well as the audit of its accounts pursuant to the applicable laws. In addition, the Company must prepare a balance sheet and profit and loss account at least once every twelve (12) month period coinciding with the Company’s accounting year.

Article 47. The Board of Directors must provide for the preparation of a balance sheet and profit and loss account at the final day of the Company’s accounting year to be submitted to the annual general shareholders’ meeting for approval. The Board of Directors must ensure that the auditor has completed audit of the said accounts before submission to the shareholders’ meeting.

Article 48. The Board of Directors must send a copy of the balance sheet and profit and loss account audited by the auditor along with the audit report and Board of Directors’ report to the shareholders together with the notice of annual general meeting.

Article 49. The auditor must not be a director, officer, employee or holder of any office in the Company

Article 50. An auditor shall be appointed by the general shareholders’ meeting every year. An outgoing auditor may be reappointed.

Article 51. Remuneration of the auditor shall be determined by the shareholders’ meeting.

Article 52. If the office of the auditor becomes vacant, the Board of Directors shall call an extraordinary shareholders’ meeting for a new appointment.

Article 53. The auditor shall have the power to examine any account, document or evidence relating to incomes and expenditures, including the assets and liabilities of the Company during the Company’s operations. In this connection, the auditor shall have the power to inquire any director, officer, employee or holder of any office of the Company and the Company’s representative, as well as to require explanations of facts or the submission of documents and evidence relating to the Company’s operations.

Article 54. The auditor has the duty to attend every shareholders’ meeting where the balance sheet and profit and loss account and problems concerning the Company’s accounts are considered in order to give an explanation of the account audit to the shareholders. The Company shall also send the report and Company documents available to the shareholders in each shareholders’ meeting to the auditor.

Chapter 6: Dividends and Reserves

Article 55. Dividends may not be appropriated from funds other than profits. In the event that the Company has retained losses, no dividend may be appropriated.

Article 56. Dividend payments shall divided in accordance with the number of shares, in equal amounts for each share.

Dividends shall be paid within one (1) month as from the date of resolution by the shareholders’ meeting or Board of Directors, as the case may be. In any event, a written notice shall be served upon the shareholders and the notice of dividend payment shall be advertised in a newspaper for three (3) consecutive days.

Article 57. The Board of Directors may from time to time pay interim dividends to the shareholders when it finds that the Company has sufficient profits for such payment, and upon the payment of the dividend, a report shall be submitted to the shareholders’ meeting for acknowledgement at the subsequent meeting.

Article 58. The Company must allocate at least one-twentieth (1/20) of annual profits to the reserve account until the amount in such reserve account, after deductions of retained losses, reaches the amount of one-tenth (1/10) of the Company’s registered capital.

Upon approval of the shareholders’ meeting, the Company may transfer funds from other reserves, legal reserves and share premium reserves, respectively, to make up for the Company’s retained losses.

Chapter 7: Increase and Decrease of Capital

Article 59. The Company may increase its capital from the registered amount by the issuance of new shares. The newly issued shares for the capital increase may be offered in whole or in part and the shares may be offered to shareholders in the proportion of their current shareholding, or offered to the public or other persons, in whole or in part, in accordance with the resolution of the shareholders’ meeting.

Article 60. The Company may decrease its capital from the registered amount by reducing the value of each share or by reducing the amount of shares, or by writing-off the unsubscribed or undistributed registered shares, but the capital cannot be decreased to less than one-fourth of the total capital.

In the event that the Company has retained losses, and after the making up of retained losses under Article 59 there are still retained losses, the Company may decrease the remaining capital to less than one-fourth of the total capital.

The reduction of share value or reduction of share amount under paragraph one or paragraph two may be executed in the amount and by the means approved by resolution of the shareholders’ meeting by the votes of not less than three-fourths of the total number of shareholders present and eligible to vote.

Chapter 8: Supplemental Provisions

Article 61. The regulations or approvals prescribed or granted to the Board of Directors by the shareholders’ meeting of People’s Garment Public Company Limited prior to the effective date of these Articles and to the extent that they are neither contrary to nor inconsistent with these Articles and the law on public limited companies shall remain in force until further amendment.

Article 62. The following seal shall be the seal of the Company:

Article 63. If it is necessary or expedient to amend these Articles, the shareholders’ meeting shall proceed to amend the Articles in accordance with the provisions of law.