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of the people as they may have adverse impact against third persons dealing with the company or
the benefit of the community as a whole. An agreement contrary shall be null and void.
The calling of shareholders’ meeting is governed by law. Whether a shareholder
meeting would be called and whether a special resolution would be obtained, the shareholders

and the company have to comply with the provisions of Section 1194 of the CCC, which is evidently
mandatory. Any meeting called or convened in violation of such provision of law is subject to
revocation pursuant to Section 1195 of the CCC. It is obvious that shareholders could not agree
otherwise nor bypass such requirement inasmuch as such provisions of the CCC are compulsory.
The Arbitral Tribunal are of opinion that the calling of a shareholders’ meeting and their voting rights
are thus exclusive and discretionary to the shareholders of a company.
In addition, the dissolution of a company is clearly provided under Sections 1236
and 1237. If any shareholders fail to act for the dissolution of the company as provided in Section
1236, the remedy is to seek court judgment to dissolve it. According to Section 1237, only the

court may order dissolution of a company, and only when such events as provided by the law
occurred and proved to the satisfaction of the court. Section 1237 of the CCC provides:
“A limited company may also be dissolved by the court on the following grounds:
(1) If default is made in filing the statutory report or in holding the statutory meeting.
(2) If the company does not commence its business within a year from the date of
registration or suspends its business for a whole year.
(3) If the business of the company can be carried on at a loss and there is no prospect of
its fortunes being retrieved.

(4) If the number of the shareholders is reduced to less than three.
However, in the case of default in filing the statutory report or in holding the statutory
meeting, the court may, instead of dissolving the company, direct that the statutory report
be filed or the statutory meeting to be held as it may think it.”
In any case, the Arbitral Tribunal is unable to grant specific relief to the Claimant by
ordering it to convene the general meetings of shareholders to dissolve the two companies as
requested, as the nature of obligations under Article 13.1 of the EL Thai Joint Venture Agreement
and the TF 2539 Joint Venture Agreement does not permit compulsory (specific) performance
pursuant to the CCC, Section 213.

In the circumstances, and based on the laws and authorities cited above, the Arbitral
Tribunal are of the view that the claims and remedies sought by the Claimant with respect to the
Second Issue, which encompasses the Claimant’s allegation on changing of the articles of association

of TF 2539 in 1995, are not amenable to arbitration and are beyond the competence of the Arbitral
Tribunal to grant such relief as sought by the Claimant.

The Third Issue:

Whether the Claimant’s claims are barred by prescription?
The Claimant based its claims alleging that minutes of the two Extraordinary General

Meetings of EL Thai dated 4 December 2007 and 22 December 2007 to increase and decrease its
share capital, excessive lending as appeared in the accounting statement of 2007, failure to deliver
financial statements in 2009 to 2011, false adoption of financial statement in 2011 because there
were no meetings held on such dates.