Bangkok, July 20, 2015 ? The SEC takes further actions under the securities and exchange law after the Department of Business Development (DBD) clearly indicated that disallowing shareholders to attend and exercise voting rights at AGM was non-compliance with the law on public limited company.

Earlier, the SEC received complaints stating that Chairman of the Board of Nation Multimedia Group Public Limited Company (NMG) did not allow some groups of shareholders to attend the 2015 shareholders? Annual General Meeting (AGM). Consequently, those shareholders could not attend or exercise their voting rights in that meeting. The SEC considered the action as deprivation of shareholders? basic rights, affecting market confidence and international recognition of corporate governance of Thai listed companies. As shareholders? meeting and company directors? roles and duties are stipulated in the Public Limited Company Act under the supervision of the DBD, the SEC has closely coordinated with the DBD to ensure alignment of actions in this matter.

Rapee Sucharitakul, SEC Secretary-General said, ?The SEC emphasizes the importance of directors? roles and duties. Barring shareholders from attending the meeting in this manner had not happened before. The fact in this matter, although seems not so complicated, relates to many provisions of laws under the purview of both the SEC and the DBD. Accordingly, while closely coordinating with the DBD, the SEC has considered legal issues under the Securities and Exchange Act (SEA) thoroughly to ensure prudence and fairness for all parties.

The DBD recently informed the SEC of its consideration regarding the Public Limited Company Act that the chairman of shareholders? meeting has no power to disallow shareholders who have the rights to attend and exercise votes at the meeting. Barring shareholders from attending the meeting and disallowing some shareholders to exercise voting rights at the meeting was non-compliance with Sections 33, 102 and 105 of the Public Limited Company Act.?
In this regard, the SEC has taken into consideration the DBD?s ruling in conjunction with Section 89/7 of the SEA which prescribes duties of directors and executives of listed companies and will also require NMG Chairman of the Board to make clarification according to normal procedure. If non-compliance with the said provision is found, the SEA prescribes the penalty under the first paragraph of Section 281/2 to a fine not exceeding the damages or the benefit obtained but not less than 500,000 baht.

On complaints relating NMG take-over as to whether or not relevant laws have been violated, they are under the SEC?s proceedings and will be revealed once having a conclusion.?