Letter No. : IR68/03
Subject : Notification of the Resolutions from
the Board of Directors Meeting No. 1/2025 Regarding Dividend Payment, and the
Date and Agenda for the 2025 AGM of Shareholders (Hybrid)
To : President
The Stock Exchange of Thailand
______________________________________________________________________
Schedule of Shareholders' meeting
Subject : Schedule of Annual General Meeting of
Shareholders
Date of Board resolution : 11-Feb-2025
Shareholder's meeting date : 10-Apr-2025
Beginning time of meeting (hh:mm) : 11 : 00
Record date for the right to attend the : 26-Feb-2025
meeting
Ex-meeting date : 25-Feb-2025
Significant agenda item :
- Cash dividend payment
- Changing / renewal of the term of the director(s)
Venue of the meeting : JMART Meeting room, 2nd Fl, Building
B, Jaymart Group Holdings (HQ) Ramkhamhaeng Rd, Saphan Sung District, BKK
Agenda Item : 1
Agenda Detail : To consider and adopt the minutes of
the Annual General Meeting of Shareholders 2024
Type : To Consider and approve
Board's Resolution : It is appropriate to propose to the
AGM of Shareholders for the fiscal year 2025 to consider approving the minutes
of the AGM of Shareholders for the fiscal year 2024 of the Company, which was
held on 5 April 2024. The Board of Directors of the Company is of the opinion
that the minutes have been accurately recorded in accordance with the
resolutions of the meeting
Agenda Item : 2
Agenda Detail : To acknowledge of the company's
performance report for the year 2024
Type : To acknowledge
Board's Resolution : It is proposed to present to the
Annual General Meeting of Shareholders for consideration and acknowledgment of
the Company's performance for the fiscal year 2024. The Company has summarized
its performance for the fiscal year 2024, as shown in the 2024 annual report
(Form 56-1 One Report),
Agenda Item : 3
Agenda Detail : Consideration and approval of the
financial position and comprehensive income statement of the company for the
year 2024, ending on December 31, 2024, which has been audited by the certified
public accountants
Type : To Consider and approve
Board's Resolution : It is appropriate to propose for
consideration and approval at the Annual General Meeting of Shareholders meeting
the financial statements, completed profit and loss accounts, and the audited
financial statements for the fiscal year ending 31 December 2024. These have
been audited by the auditors and have undergone examination by the audit
committee
Agenda Item : 4
Agenda Detail : To consider and approve the
allocation of the net profit as a legal reserve, acknowledgment of the interim
dividend payment, and dividend payment for the year 2024
Type : To Consider and approve
Board's Resolution : Approved the proposal to be presented
at the 2025 Annual General Meeting of Shareholders for acknowledgment of the
interim dividend payment and consideration of the approval to pay dividends from
the net profit for the year 2024 at the rate of THB 0.66 per share. The Company
has already paid an interim dividend of THB 0.38 per share based on the
first-half performance of 2024 on September 5, 2024. The Board of Directors
Meeting No. 1/2025 has also resolved to declare an additional year-end dividend
at the rate of THB 0.28 per share.
The Record Date for shareholders entitled to receive dividends is set for
February 26, 2025, and the dividend payment is scheduled to be made on April 30,
2025.
Please be advised that the payment of the dividend is still uncertain as it is
subject to approval by the Annual General Meeting of Shareholders on April 10,
2025.
Agenda Item : 5
Agenda Detail : To consider and approve the
appointment of directors in replacement of those who must retire by rotation for
the year 2025
Type : To consider and approve the
appointment of directors
Board's Resolution : It is deemed appropriate to propose
to the shareholders to consider and approve the election of directors (1) Ms.
Yuvadee Pong-acha Director/Nomination and Remuneration Committee, Corporate
Governance and Sustainability Development Committee (2) Mr. Sutthirak
Traichira-aporn Director (3) Mr. Rerngchai Inkapakorn Independent
director/ Chairman of the Risk Management and Audit Committee
Agenda Item : 6
Agenda Detail : To consider and approve the
directors' remuneration for the year 2025
Type : To Consider and approve
Board's Resolution : The Company's board of directors,
through appropriate screening and consideration by the Nomination and
Remuneration Committee, has evaluated the criteria for setting compensation for
board members. This evaluation takes into account the appropriateness relative
to their duties, the performance of the board, the level of responsibility
delegated to them, and industry benchmarks for director compensation in
similar-sized companies within the same industry (Industry and Size of Company
Benchmark). Additionally, the board has referred to the director compensation
survey report for the year 2024 conducted by the Thai Institute of Directors
Association (IOD), along with adhering to good corporate governance principles.
More detail : For more information regarding this agenda, please read the Full
Detailed News file.
Agenda Item : 7
Agenda Detail : To consider and approve the
appointment of auditor and fix his/her remuneration for the year 2025
Type : To Consider and approve
Board's Resolution : Agree with the proposal of the Audit
Committee and deem it appropriate to propose to the Annual General Meeting of
Shareholders of 2025 to consider approving the appointment of the Company, EY
Office Limited, as the auditor of the Company and its subsidiaries. It is
proposed that any one of the following certified accountants be appointed as the
auditor for the year 2025 to conduct the audit and express opinions on the
Company's financial statements:
The audit fee for the Company for the year 2025 is set at 2,470,000 Baht, and
the audit fee for the subsidiaries is capped at 7,691,000 Baht.
More detail : For more information regarding this agenda, please read the Full
Detailed News file.
Agenda Item : 8
Agenda Detail : To consider other agenda
Type : To Consider and approve
______________________________________________________________________
Dividend payment / Omitted dividend payment
Subject : Cash dividend payment
Date of Board resolution : 11-Feb-2025
Type of dividend payment : Cash dividend payment
Record date for the right to receive : 26-Feb-2025
dividends
Ex-dividend date : 25-Feb-2025
Payment for : Common shareholders
Cash dividend payment (baht per share) : 0.28
Par value (baht) : 0.50
Payment date : 30-Apr-2025
Paid from :
Operating period from 01-Jul-2024 to 31-Dec-2024
______________________________________________________________________
Change of director/Executive
Re-election
Director Name : Miss YUVADEE PONG-ACHA
Position in company (1) : DIRECTOR
Effective Date (1) : 08-Mar-1994
Position in company (2) : Nomination and Remuneration
Committee, Corporate Governance and Sustainability Development Committee
______________________________________________________________________
Change of director/Executive
Re-election
Director Name : Mr. SUTTHIRAK TRAICHIRA-APORN
Position in company (1) : DIRECTOR
Effective Date (1) : 22-Feb-2018
______________________________________________________________________
Change of director/Executive
Re-election
Director Name : Mr. RERNGCHAI INKAPAKORN
Position in company (1) : INDEPENDENT DIRECTOR
Effective Date (1) : 23-Feb-2012
Position in company (2) : CHAIRMAN OF THE AUDIT COMMITTEE
Effective Date (2) : 23-Feb-2012
______________________________________________________________________
Auditors Appointment
No : 1
Auditor Name : MS. SARUNYA PRADSRI
CPA License No. : 6768
Accounting and Audit firm : EY OFFICE LIMITED
Audit End Date : 31-Dec-2025
No : 2
Auditor Name : Miss NARISSARA CHAISUWAN
CPA License No. : 4812
Accounting and Audit firm : EY OFFICE LIMITED
Audit End Date : 31-Dec-2025
No : 3
Auditor Name : Ms. PLOYJUTHA SUKANTAMARN
CPA License No. : 10678
Accounting and Audit firm : EY OFFICE LIMITED
Audit End Date : 31-Dec-2025
______________________________________________________________________
More detail :
The meeting will be conducted in a hybrid format, allowing shareholders to join
either through an E-AGM platform or attend in person at the company's meeting
room located on the 2nd floor of Building B, Jaymart Group Holdings PLC. (HQ)
______________________________________________________________________
The company hereby certifies that the information above is correct and complete.
Signature _________________
( MR.Wongsakorn Kittitrakulkarn )
Company Secretary
Authorized person to disclose information
______________________________________________________________________
Investor Relations
023088197
______________________________________________________________________
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