Procedure for Appointment of the Planner Nomination

1. In its petition for Business Reorganization, the Petitioner must nominate a Planner.
2. If the nominee is objected to then, a debtor or creditor may submit another nomination.
3. If no Planner nominated, the Court will order the Creditors’ Meeting to appoint the Planner (Sec. 90/17).

Resolution for selection of Planner

Sec. 90/17 : Who nominates Planner

1. Debtor nominates Planner
2. Others nominate Planner

Appointment of Planner : The management of the Debtor’s business will vest in the Planner.

It will publish and notify in newspapers and Government Gazette. Receiver will inform listed Creditors within one month

1. Nominated Planner is appointed if no Creditors objection by Creditors by the Court.
2. In case of Objection from Creditors, the resolution of 2/3 of total debts owed to Creditors is needed to prescribe another Planner.

• Resolution of Creditors having majority of debts owed to them
• If Court doesn’t approve, Court will order Receiver to call another Creditors’ meeting for appointing a Planner from amongst nominees of the Creditors or Debtor.

1. If a resolution selecting the Planner is not passed, the Receiver will call another meeting ; If no resolution is passed again or the Court states that it is a reasonable not to appoint nominated Planner, the Court will revoke the Reorganization Order.
2. If Creditors’ Meeting selects on acceptable Planner, Court will appoint the nominee as Planner.

• Planner’s authority

1. revoke for fraudulent acts
2. file a motion objecting to preference being given to any Creditors.
3. Manage Debtor’s business

• Letter of Consent from Planner is needed.
• Official Receiver calls for Creditors’ Meeting as soon as possible.
• Planner nominated by Debtor is benefited by law. Secured Creditors’ votes are counted in full amount of their debts.
• Two Creditors’ Meetings might occur if the meeting doesn’t approve or doesn’t reach a consent.

Certain provisions of below listed Acts are waived:

1. Civil Commercial Code
   • Amount of shares
   • Payment of shares
   • Special Resolution
   • Increase and Decrease Capital
   • Management of Company
2. Public Limited Companies Act B.E. 2535 -
• Change in Memorandum and Articles of Incorporation
• Meeting for Incorporation
• Amount of Shares
• Sell registered Shares
• Payment of Shares
• Power of Directors
• Shareholders’ Meeting
• Resolution
• Reserved Capital
• Transfer of Reserved Capital
• Increase and decrease capital
• Special Resolution in decrease capital
• Informing Creditors relating Capital decrease
• Merger
3. Securities and Exchange Act B.E. 2535
   • amount of Debentures.

Creditors’ Meeting

Amendment of Plan

• Creditors, Debtor, or Planner may submit an application to Receiver no less than 3 days prior to date of Creditors’ Meeting.
• Receiver may postpone Creditors’ Meeting if Planner, Debtor, or Creditors 10% of total debts owed to them present in meeting approve

• Objective to amend the Plan will be changed in part not to compete with the old Plan.
• Amend a material part of Plan or if facing difficalties with seeking approval.

Resolution for Amendment of Plan

• Resolution : Resolution of Creditors with majority of debts owed to them presenting in the Meeting or proxy vote on that resolution

Resolution for Plan approval

1. Special Resolution from all Creditors’ Groups
2. Special Resolution 2

In each group of Creditors half of Creditors with 3/4 of total debts owed to them approve.

1. Special Resolution from at least one group of Creditors affected from Rehab. Plan approve.
2. Half of Creditors present at the Meeting and voting for the resolution approve.

• indicating the majority of Creditors approve the Plan.

Selection of New Planner

• New Planner will have 45 days with two extension periods of 15 days to complete the Plan.

Report to the Court

Receiver will report a minutes of Creditors’ Meeting to the Court.

1. Plan approval
2. Plan not approved

• Only applied once Resolution 2 is implemented.
• If Debtor is Bank , or Securities Company, or Insurance company, or juristic person under Ministerial regulations, the Court will notify Bank of Thailand, or Office of SEC, or Insurance department, or Government Agency as the case may be.

Court’s consideration

If Plan approved by Creditors’ Meeting the Court will consider :

1. Non- discrimination Rule
2. Best Interest Rule
3. Protection of Preferred Creditors

The Court will order as follows :

1. Once the Plan is approved by the Court, the Court will appoint the Plan Administrator and notify the Planner.
2. If the Court doesn’t approve the Plan, the Court will schedule a hearing to adjudge Debtor bankrupt.

Request to amend the Plan after the Court approval.

The Completion of the Business Reorganization

1. Order to revoke the Rehab. Order
2. Revocation of the Reorganization
3. The Court orders permanent control of Debtor’s property

• Cancel before Completion of the Plan, the Creditors, not claiming for debt repayment in Business Reorganization of Debtor, are still entitled to claim for their debts.

• Plan is not successful or has failed in proceeding.
• The Debtor’s management in Business and property is transferred to the Debtor’s Management and Shareholders resume their rights.

1. Plan succeeded.
2. Plan not succeeded; then the Court will consider whether to adjudicate Bankrupt to the Debtor.

If Plan not successful and Court deemed appropriate to adjudicate Debtor bankrupt, the Business Reorganization would become liquidated under Bankruptcy Law and Debt claim would also fall in to Bankruptcy Law process.