Annual General Meeting of Shareholders 2013

Transcription

1 ASIA GREEN ENERGY PUBLIC COMPANY LIMITED Annual General Meeting of Shareholders

2 -Translation- March 10, 2014 Subject: The invitation of the Annual General Shareholder s Meeting in 2014 To: Shareholders of Asia Green Energy Public Company Limited Attachment: 1. Copy of Minutes of Annual General Shareholder s Meeting 2013 (Attachment 1) 2. Annual Report in 2013 of the Board of Directors including the financial statement and the auditor report as of December 31, 2013 (Attachment 2) 3. Capital increase report form (Attachment 3) 4. Profiles of nominated directors (Attachment 4) 5. The Company s Article of Association relating to the Annual General Meeting (Attachment 5) 6. Identification documents for the right to attend the meeting, Proxy, Registering, and voting procedure in the shareholders meeting (Attachment 6) 7. Definition of Independent Director, and List of the name of Independent Directors (Attachment 7) 7. Proxy form (Attachment 8) 8. Map of the venue (Attachment 9) The Company would like to invite all shareholder to attend the Annual General Shareholder s Meeting 2014 of Asia Green Energy Public Company Limited, which shall be held on Friday April 25, 2014, at 2.00 p.m. at the Chatrium Hotel Riverside Bangkok, Ballroom Room 4 th Floor, 28 Soi Charoenkrung 70, Charoenkrung Road, Bangkorleam, Bangkorleam, Bangkok with the following agenda as below:- Agenda 1 To consider and certify the Minutes of the Annual General Meeting of Shareholder 2013, held on April 26, 2013 Fact and rationale: The Board of Directors considered and agreed that the minutes of the Annual General Shareholders Meeting 2013 which held on April 26, 2013 was correct and clear. Therefore, the Board proposes this Shareholders Meeting to approve the minutes. (Attachment 1) Board of Directors Opinion: The Board of Directors considered and recommended that the shareholders meeting approve the minutes of the Annual General Shareholders Meeting 2013 which was held on April 26, 2013.

3 Agenda 2 To acknowledge on the Board of Director s report about the operating result for the year 2013 ended December 31, 2013 Fact and rationale: The Board of Director s report about the operating result for the year 2013 is shown in the annual report in 2013 which has been distributed to shareholders together with this invitation (Attachment 2). It could be summarized as follows: 2012 (Restated) 2013 Total Assets (Million Baht) 3, , Total Liabilities (Million Baht) 2, , Total Shareholders Equity (Million Baht) 1, , Total Revenue (Million Baht) 4, , Net Income (Million Baht) (2.69) Earnings per share (Baht) (0.0021) The Board of Director s Opinion: The Board of Directors agreed and recommended the shareholders meeting to acknowledge on the Board of Director s report about the operating result for the year Agenda 3 To consider and approve the Audited Financial Statement for the year ended December 31, 2013 Fact and rationale: The audited financial statement for the year ended December 31, 2013 has been reviewed by the Audit Committee and the Board of Directors including audited by the auditor and delivered to the shareholders with this invitation (Attachment 2). The Board of Director s Opinion: The Board of Directors agreed and recommended the shareholders meeting for approval on the audited financial statement as of December 31, 2013 which has reviewed by the Audit Committee and audited and certified by the auditor, Ernst & Young Office Limited, reviewed by Audit Committee and has been endorsed by the Board of Directors. Details are shown in the attached annual report (Attachment 2). Agenda 4 To consider and approve the allocation of profits and dividend payment of year 2013 Fact and rationale: The Company has the policy to pay dividend at the rate of not less than 40% of the Company s net profit after accounting for all necessary reserves according to the Company article and legal by considering the Company s operating performance, financial status, investment plan, and consistency on dividend payment to the shareholders.

4 The Board of Directors Opinion: The Board of Directors considered the financial statement in 2013, which the company reported the net profits from the operation. Therefore, the Board of Directors agreed to propose the shareholders meeting for approval on the profit allocation and dividend payment of the year 2013 as follows:- a. Allocate as legal reserve for the amount of Baht 4,060,811 b. Pay stock dividend in the form of 140,873,371 ordinary shares with the par value of Baht 0.25 per share at the ratio of 10 existing shares to 1 stock dividend totally Baht 35,218,343 or representing dividend payment at Baht per share for existing shareholders. In case that any shareholders hold the indivisible share remaining after such allocation, the dividend shall be paid by cash instead of stock dividend at the rate of Baht per share. c. Pay cash dividend at the rate of Baht per share, or totally Baht 3,871,688 Agenda 5 To consider and approve the decrease in the registered capital Fact and rationale: Currently, the company has the registered capital of Baht 352,007,806, which has 377,843 unissued ordinary shares at the par value of Baht 0.25 (excluding the registered capital reserved for the exercise of AGE-ESOP1). Therefore, the Board of Directors agreed to propose the shareholders meeting to cancel the unissued ordinary shares, which would decrease the registered capital to Baht 351,913, The Board of Director s Opinion: The Board of Directors agreed to propose the shareholders meeting for approval on the decrease in the registered capital by cancelling 377,843 registered shares which are not allotted with the par value of Baht 0.25 per share. Therefore, the remaining registered capital Baht 351,913, Agenda 6 To consider and approve the amendment to Clause 4 of the Memorandum of Association of the Company with respect to the registered capital of the Company to be in line with the decrease in the registered capital Fact and rationale: To be in line with the capital decrease, the Company needed to amend of the Memorandum of Association of the Company in compliance with the law. The Board of Directors has considered and proposed the shareholders meeting to consider and approve the amendment to Clause 4 of the Memorandum of Association of the Company.

5 The Board of Director s Opinion: The Board of Directors has considered and proposed the shareholders meeting for approval the amendment to Clause 4 of the Memorandum of Association of the Company to be in line with the decrease in the registered capital as follow:- Clause 4 Registered Capital Baht 351,913, Divided into Par value per share Consisting of Ordinary shares Preferred shares - None (Three hundred and fifty one million nine hundred and thirteen thousand three hundred and forty five Baht twenty five Satang) 1,407,653,381 shares (One thousand four hundred and seven million six hundred and fifty three thousand three hundred and eighty one shares) Baht 0.25 (Twenty five Satang) 1,407,653,381 shares (One thousand four hundred and seven million six hundred and fifty three thousand three hundred and eighty one shares) In this respect, the person assigned by the Board of Directors or the Managing Director to register the amendment to the Memorandum of Association with the Department of Business Development, the Ministry of Commerce, shall have authority to amend and add the wordings pursuant to the order of the Registrar. Agenda 7 To consider and approve the increase in the registered capital Fact and rationale: The Company had the dividend payment policy from the operating performance in 2013 by paying in stock dividend. Therefore, it deemed to be agreed to increase in the registered capital from Baht 351,913, to be Baht 387,131,688 by issuing 140,873,371 new ordinary shares with the par value of Baht 0.25 per share to reserve for the stock dividend payment for existing shareholders and shareholders who exercise AGE-ESOP-1 warrant on March 20, If there is remaining shares from the dividend payment, the remaining shares will be reserved for the right adjustment of AGE-ESOP-1.

6 The Board of Director s Opinion: The Board of Director has considered and proposed the shareholders meeting for approval on the increase in the registered capital as above to reserve for the stock dividend payment for existing shareholders and shareholders who exercise AGE-ESOP1 warrant on March 20, Agenda 8 To consider and approve the amendment to Clause 4 of the Memorandum of Association of the Company with respect to the registered capital of the Company to be in line with the increase in the registered capital Fact and rationale: To be in line with the increase in the registered capital, the Company needed to amend of the Memorandum of Association of the Company in compliance with the law. The Board of Directors has considered and proposed the shareholders meeting to consider and approve the amendment to Clause 4 of the Memorandum of Association of the Company. The Board of Director s Opinion: The Board of Directors has considered and proposed the shareholders meeting for approval the amendment to Clause 4 of the Memorandum of Association of the Company to be in line with the increase in the registered capital as follow:- Clause 4 Registered Capital Baht 387,131,688 Divided into Par value per share Consisting of Ordinary shares Preferred shares - None (Three hundred and eighty seven million one hundred and thirty one thousand six hundred and eighty eight Baht) 1,548,526,752 shares (One thousand five hundred and forty eight million five hundred and twenty six thousand seven hundred and fifty two shares) Baht 0.25 (Twenty five Satang) 1,548,526,752 shares (One thousand five hundred and forty eight million five hundred and twenty six thousand seven hundred and fifty two shares)

7 In this respect, the person assigned by the Board of Directors or the Managing Director to register the amendment to the Memorandum of Association with the Department of Business Development, the Ministry of Commerce, shall have authority to amend and add the wordings pursuant to the order of the Registrar. Agenda 9 To consider and approve the allocation of new ordinary shares Fact and rationale: To be in line with the allocation of new ordinary shares and the increase in the registered capital in the above agenda. The Board of Directors has considered and proposed the shareholders meeting to consider and approve the allocation of 140,873,371 new ordinary shares with the par value Baht 0.25 per share to reserve for the dividend payment for existing shareholders and shareholders who exercise AGE- ESOP1 warrant on March 20, In the above respect, it was proposed to the shareholders meeting to consider authorizing the Board of Directors or the Managing Director or the person assigned by the Board of Directors or by the Managing Director to determine the conditions and details of the said share allocation, as well as to sign in any related documents and take any actions necessary for and relevant to the share offering, including but not limited to provide information, the submission of documents and evidence to the Office of the Securities and Exchange Commission, the Stock Exchange of Thailand, the Ministry of Commerce or other relevant office, and the listing of the new ordinary shares on the Stock Exchange, as detailed in Attachment 3. The Board of Director s Opinion: The Board of Director has considered and proposed the shareholders meeting for approval on the allocation of new ordinary shares and assignment as the above details. Agenda 10 To consider and approve the appointment of Directors and the appointment of a new Director vacancy Fact and rationale: Pursuant to the Company s Articles of Association No 19, one of third of them should be retired on every annual general meeting, which draw ballot in the first and second year. And the retired director could be reappointed. In this annual general meeting, the re-election of 2 directors who are due to retire and resign by rotation of this year as follows:- 1. Mr. Panom Kuansataporn 2. Mr. Panus Kuansataporn (Detail of the Directors profile is in attachment 4)

8 And agree to propose the appointment of new Director vacancy: Mr. Apisit Rujikeatkamjorn to be Director of the Company. The Directors profile is in attachment 4. The Board of Director s Opinion: The Board of Directors, without participation by any member having interested therein, recommended that those 2 directors retired by rotation, namely Mr. Panom Kuansataporn and Mr. Panus Kuansataporn be re-elected for another term and appointment Mr. Apisit Rujikeatkamjorn to be Director of the Company. The Directors profiles are enclosed for your consideration. Agenda 11 To consider and approve the Director s remuneration for the year 2014 Fact and rationale: Pursuant to the Company s Articles of Association No 24, it determines that the director has the right to receive compensation by approval of the annual shareholders meeting, which the details are following:- 1. Remuneration for the Chairman of the Board of Directors, Vice Chairman and the Chairman of Audit Committee in the amount of Baht 25,000 (Twenty five thousand Baht) per month each and the Meeting Fee of Baht 25,000 (Twenty five thousand Baht) per time. 2. Remuneration for the Director, Independent Director and Audit Committee in the amount of Baht 15,000 (Fifteen thousand Baht) per month each and the Meeting Fee of Baht 15,000 (Fifteen thousand Baht) per time. 3. The total of the remuneration of Directors in 2014, which consists of monthly remuneration, meeting fee and directors bonus, is not exceeding Baht 10,000,000 (Ten million Baht). The Board of Director s Opinion: The Board of Directors considered the appropriateness and responsibility of the director, which deems it appropriate to propose The Shareholders to approve the compensation of directors. Agenda 12 To consider and approve the appointment of the Auditor and determine the auditing fee for the year 2014 Fact and rationale: Pursuant to the Company s Articles of Association, it determines that the Company appoint the auditor with compensation. And the clause 120 of the Public Company Act and notification of the Securities and Exchange Commission regarding rotation of the auditor, which prohibit any auditor to audit any Company s financial statement for 5 consecutive years, but not prohibit the new auditor in the same auditing firm. The audit committee considered and proposed to appoint Ernst & Young Office Limited to be the auditor of Company and its subsidiary in 2014 as the 3 rd consecutive year by considering experience, and specialization in audit field, the appropriate audit expense.then propose the Board of Directors to propose the shareholder s

9 meeting to appoint Ernst & Young Office Limited 2014 by setting the audit fee of not more than Baht 1,060,000 (One million and sixty thousand Baht), which has the following details:- 1. Mr. Khitsada Lerdwana C.P.A. No.4958 or 2. Ms. Waraporn Prapasirikul C.P.A. No.4579 or 3. Ms. Chonlaros Suntiasvaraporn C.P.A. No.4523 In the event those auditors are unable to perform their duties, Ernst & Young Office Limited is authorized to assign the other authorized auditors to perform the audit works and express their opinion on the financial statements of the Company and its subsidiaries. The Board of Director s Opinion: The Board of Director has considered and proposed the shareholders meeting to appoint Ernst & Young Office Limited to be the auditor of Company and its subsidiary in 2014 and the audit fee of not more than Baht 1,060,000 (One million and sixty thousand Baht), as described above. Other audit fees that may additionally incur under regulatory requirement shall be under the discretion of the Management Committee. Agenda 13 To consider and approve the amendment to Clause 3 of the Memorandum of Association of the Company with the increase in the Company s objective from 32 clauses to 33 clauses Fact and rationale: To support transactions of the Company in the future and to be in line with the business expansion for Company exploring business opportunities to consider the increase in the Company s objective from 32 clauses to 33 clauses and amendment to Clause 3 of the Memorandum of Association of the Company as follow:- Clause 33 To engage in offering legal service, accounting, engineering, architectural and the service of business of commerce, industry including the issue of production, marketing and distribution The Board of Director s Opinion: The Board of Director has considered and proposed the shareholders meeting for approval the increase in the Company s objective from 32 clauses to 33 clauses and amendment to Clause 3 of the Memorandum of Association of the Company as above details. Agenda 14 Others (if any)

10 All shareholders are cordially invited to attend the meeting on the date, time and place as mentioned above. If you are unable to attend the meeting and wish to appoint a proxy, please fill the attached proxy form and deposit with the Board of Director or the Chairman of the shareholders meeting before the commencement of the meeting. Yours sincerely, ( Mr. Panom Kuansataporn) Managing Director

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30 Introduction of the maturity of the term and has been proposed to be Re-Elected Attachment 4 Name : Mr. Panom Kuansataporn Age : 63 years Current position : Director, Managing Director and Chairman Exective Committee Educational Background - Bachelor of Political Science, Bangkokthonburi University Director's Certificate - Director Accreditation Program 68/2008 Thai Institues of Directors Association Work Experiences Present Commissioner, PT. AGE RESOURCES Present Director, Managing Director and Chairman Executive Committee, AGE Terminal Co., Ltd Present Director, Managing Director and Chairman Executive Committee, AGE Transport Co., Ltd Present Director, Managing Director and Chairman Executive Committee, Asia Green Energy Public Company Limited Proposed Position - Director Nomination Rationale - Consideration by the Board of Directors Current Position in Other Organization : Listed Companies -None- / Non-listed Companies 10 Date of Appointment : 18 March 2004 Meeting Attandence in Year 2013 : Board of Director 6 out of 6 % of shareholding : 13.27% (182,851,720 shares )

31 Introduction of the maturity of the term and has been proposed to be Re-Elected Attachment 4 Name : Mr. Panus Kuansataporn Age : 61 years Current position : Director and Executive Director Educational Background - Vocational Certificate Director's Certificate - Director Accreditation Program 92/2011 Thai Institues of Directors Association Work Experiences Present Director and Executive Director Asia Green Energy Public Company Limited Present Director and Executive Director AGE Transport Co., Ltd. Proposed Position - Director Nomination Rationale - Consideration by the Board of Directors Current Position in Other Organization : Listed Companies -None- / Non-listed Companies 1 Date of Appointment : 14 September 2011 Meeting Attandence in Year 2013 : Board of Director 6 out of 6 % of shareholding : -None-

32 Introduction of the new Director has been proposed to be appointed Attachment 4 Name : Mr. Apisit Rujikeatkamjorn Age : 68 years Educational Background - Bachelor in Civil Engineering, Khon Kaen University - M.ENG. (CIVIL ENGINEERiNG) LAMAR UNIVERSITY, TEXAS, USA Director's Certificate - Director Accreditation Program 27/2004 Thai Institues of Directors Association - Finance for Non-Finance Director 24/ Understanding the Fundamental of Financial Statements 5/ Audit Committee Program 22/ Role of the Chairman Program 26/ Director Certification Program 166/2012 Honours Companion (Fourth Class) of the Most Noble Order of the Crown of Thailand Companion (Fourth Class) of the Most Exalted Order of the White Elephant Commander (Third Class) of the Most Noble Order of the Crown of Thailand Commander (Third Class) of the Most Exalted Order of the White Elephant. Current position - Chairman of the Board, Siam Global House Public Company Limited - Chairman of the Board, Sea Oil Public Company Limited - Chairman of the Board, Eco Lighting Co., Ltd. - Independent Director and Chairman of Audit Committee Thai Oil Public Company Limited - Independent Director and Chairman of Nomination Committee Sakari Resources Limited

33 - Translation - Articles of Association of AGE to concern the Meeting Chapter 6 Shareholders Meeting Article 35 The Board shall arrange for an Annual Ordinary Meeting of Shareholders to be held within four months after the end of the fiscal year of the Company. All other general meetings are call Extraordinary Meeting. The Board of Directors may summon Extraordinary Meeting whenever they think fit or shareholders holding not less than onefifty of the total number of shares sold or not less than twenty-five shareholders holding not less than one-tenth of the total number of shares sold, may request the Board of Directors in writing to summon an Extraordinary Meeting of shareholders at any time, provided the written request shall specify clearly the reasons for the request. The Board of Directors shall arrange for shareholders meeting within one month after the date of the receipt of the request from the shareholders. Article 36 The Board of Directors shall summon a shareholders meeting by sending a notice to the shareholders not less than seven days before the date of the meeting. The notice shall specify the place, date, time and agenda of the meeting and the subject matter to be submitted to the meeting together with appropriate details. Such notice shall be published in a newspaper not less than three consecutive days before the date of the meeting. The place of the meeting shall be in the province in which the head office of the Company is situated or in other province that the board of Directors shall determine. Article 37 The quorum of a shareholders meeting shall be either not less than twenty-five shareholders present and proxies (if any) or not less than half of the total number of shareholders, who hold not less than one-third of the total number of shares sold. If after one hour from the time fixed for any general meeting of shareholders the number of shareholders present does not constitute a quorum as specified, such meeting shall be cancelled if such general shareholders was requested for by the shareholders. However, if such shareholders meeting was not requested by the shareholders the meeting shall be called again and notice for the new meeting shall be sent to shareholders not less than seven days before the meeting. In that new meeting no quorum shall be required. Article 38 The Chairman of the Board shall by office be the Chairman of the shareholders meetings. If the Chairman is absent or is unable to perform his duties the Vice-Chairman shall take

34 the chair, if the Vice-Chairman is absent or if there is one but he is unable to perform his duties, the shareholders shall elect one among themselves as the Chairman of the meeting. Article 39 In casting votes, one share is entitled to one vote. Any shareholder having special interest in any matter to be resolved by the meeting shall not be entitled to vote on such matter, except for the votes on the election of the directors. A resolution of the meeting shall consist of the following votes: (1) All ordinary resolutions shall require a simple majority of the total of votes cast by shareholders present and vote at the meeting. In case the votes are tied, the chairman of the meeting shall have a casting vote. (2) Decisions on the following matters shall require the passing of a resolution with the votes of not less than three-fourths of the total number of votes cast by the shareholders present and entitled to vote : (a) The sale or transfer of whole or important parts of business of the Company to other persons. (b) The purchase or acceptance of transfer of business of other public limited companies or private companies to the Company. (c) The making, amending or concealing of contracts relating to the leasing out of the business of the Company, wholly or certain important parts, the assignment to any other persons to manage the businesses of the Company or the amalgamation of the businesses with other persons with an objectives towards profit and loss sharing. (d) To amend the Memorandum or Articles of Association. (e) To increase or reduce the registered capital (f) To dissolve the Company (g) To issue debentures of the Company (h) To amalgamate the Company with other company Article 40 The business to be transacted at the annual ordinary meeting of the shareholders are : (1) to acknowledge report of the Board of Directors which is submitted to the meeting showing the business operation of the Company during the past year (2) to consider and approve balance sheet and profit and loss account (3) to consider allocation of profits (4) to elect directors to replace those who retire by the expiration of their terms and to fix their remuneration

35 (5) to elect the auditors and fix their remuneration (6) other business

36 Attachment 6 Conditions and guidelines on registration and proxy to attend the Annual General Meeting of Shareholders 2014 Asia Green Energy Public Company Limited Under the policy of the Board of Governors of the Stock Exchange of Thailand regarding the code of best practices on arrangement of a shareholders meeting of listed companies, dated February 19, 1999, which is aimed at providing a guideline for listed companies in order to strengthen confidence among shareholders, investors and all concerned parties and to ensure that the shareholders meeting is proceeded with transparency, righteousness and benefit to all shareholders, Asia Green Energy Plc. therefore deems it appropriate to set a guideline on examination of the documents or evidence to prove the identification of shareholders or their proxies entitled to attend the meeting, to be further adhered to by the shareholders. Shareholders attending the meeting in person Please present a valid document issued by the authority such as a citizen ID card, a civil servant ID card, a driving license or an original passport (for non-thai). Proxy A shareholder can appoint only one proxy to attend the meeting and cast vote on his/her behalf in accordance with the Proxy Form (choose any one type of the Proxy Form) in Attachment 8. A proxy must deliver the Proxy Form, completely filled and duly signed by the assignor and the proxy, to the Chairman of the meeting and/or the person designated by the Chairman before the start of the meeting. Any significant correction to the Proxy Form would require the assignor s signature. The Proxy Form must be affixed with a Baht 20 duty stamp. Proxies of non-thai shareholders are recommended to register at the opening of the registration to allow the officials more time to verify the Proxy Form. Required documents for shareholders assigning a proxy (1) Shareholders who are individual persons A certified copy of the shareholder s citizen ID card or civil servant ID card or passport (for non-thai)

37 Attachment 6 The original copy of the proxy s citizen ID card or civil servant ID card or passport (for non-thai) (2) Shareholders who are juristic persons Proxy Form signed by the authorized person/s as indicated in the juristic entity certificate issued by the Ministry of Commerce or concerned authority not longer than 60 days, and affixed with corporate seal For shareholders who are juristic persons, a copy of the juristic entity certificate issued by the Ministry of Commerce or concerned authority not longer than 60 days, certified by the authorized person and affixed with corporate seal For proxy, the original copy of the proxy s citizen ID card or civil servant ID card or passport (for non-thai) If you are unable to attend the meeting in person and wish to assign a proxy, you may do so by (1) Assigning one of the independent directors, as listed in Attachment 8, as your proxy, whereby you are required to fill the Proxy Form enclosed with this invitation letter and to return it together with a copy of your ID card to the Company not later than April 18, 2014 to process an advance registration; or (2) Assigning other person as your proxy, whereby you are required to fill the Proxy Form and have your proxy present it on the meeting date together with a copy of your ID card and the original copy of the proxy s ID card. The shareholders and the proxies can register and submit the documents or evidence for verification at the meeting venue before the start of the meeting at any time between 1.00 p.m. and 2.00 p.m. of April 25, Voting rules General matters 1. Voting on each agenda shall be made explicitly by a show of hand. One share is counted as one vote. The shareholders or proxies must solely vote for or vote against or abstain and cannot divide their votes.

38 Attachment 6 2. For proxy The proxy must cast vote according to that indicated by a shareholder in the Proxy Form. Voting by the proxy on any agenda that differs from that indicated in the Proxy Form shall be deemed inaccurate and shall not be regarded as voting by such shareholder. If the shareholder does not indicate his/her decided vote on any agenda in the Proxy Form or the indication is unclear or if the meeting considers or votes on any matter other than those indicated in the Proxy Form or there is a change in any factual data, the proxy has the right to consider and cast vote as he/she deems fit. Voting procedure The chairman of the meeting explains details of the voting procedure to the meeting according to the following guideline: 1. The chairman requests the shareholders to consider and cast vote on each agenda by asking for their decision whether to approve or disapprove or abstain. 2. The shareholders or proxies show their hand when the chairman ask for their decision and they must indicate only one objective of voting in the voting ticket distributed to them upon registration in order for the officials to collect the voting tickets and count the votes. The shareholders or proxies check ( ) the appropriate box ( ) on the voting ticket. Required number of votes to pass a resolution General matters: A majority vote of the shareholders attending the meeting and having the right to vote Other matters regulated by laws or any regulations: Number of votes as required by such laws or regulations, whereby the chairman shall so notify the shareholders before casting of vote on any such agenda. 1. In case the votes are tied, the chairman shall have a casting vote. 2. If any shareholder or proxy has any special interest in any matter, he/she is not entitled to vote on such matter and the chairman may ask him/her to temporarily leave the meeting room, except for voting on the election of directors.