14 Feb 2025 19:46
Notification of the resolution from the Board of Directors Meeting No.1/2025, determination of the date for the 2025 Annual General Meeting of Shareholders and Dividend Payment (Add Template)
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Letter No. : OS 2025/002 Subject : Notification of the resolution from the Board of Directors Meeting No.1/2025, determination of the date for the 2025 Annual General Meeting of Shareholders and Dividend Payment To : President The Stock Exchange of Thailand ______________________________________________________________________ Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 14-Feb-2025 Shareholder's meeting date : 23-Apr-2025 Beginning time of meeting (hh:mm) : 14 : 00 Record date for the right to attend the : 05-Mar-2025 meeting Ex-meeting date : 04-Mar-2025 Significant agenda item : - Cash dividend payment - Changing / renewal of the term of the director(s) Venue of the meeting : Electronic meeting Agenda Item : 1 Agenda Detail : Chairman's Report Type : To acknowledge Board's Resolution : Agreed to notify the shareholders to acknowledge general matters relating to the meeting. Agenda Item : 2 Agenda Detail : To acknowledge the reports of Board of Directors and operating results for the year ended 31 December 2024 Type : To acknowledge Board's Resolution : Agreed to propose for the shareholders to acknowledge the operating performance of the year 2024 and the Annual Report (Form 56-1 One Report) for the year 2024 according to requirements in Article 44 of the Company's Article of Association. Agenda Item : 3 Agenda Detail : To consider and approve the financial statements for the year ended 31 December 2024 Type : To Consider and approve Board's Resolution : Agreed to propose to shareholders for consideration the Financial Statement for the year ended December 31st, 2024, which has been audited and certified by the CPA from EY Office Limited. Such Financial Statement has been considered and agreed by the Audit Committee and the Board of Directors. Agenda Item : 4 Agenda Detail : To consider and approve the allocation of the net profit as a legal reserve and dividend payment Type : To Consider and approve Board's Resolution : Agreed to propose to shareholders for approval the payment of dividends for the fiscal year 2024 to the shareholders of the Company, totaling 350,198,655 shares at a rate of 1.12 Baht per share, totaling 392,222,494 Baht. This dividend payment represents 56.22% of the net profit. The Company has set the Record Date for dividend entitlement on March 5th, 2025, and the dividend payment date on May 13th, 2025. This dividend payment rate exceeds the Company's policy for maximum shareholder benefit, despite the Company facing economic downturns. It is deemed appropriate to propose this dividend payment rate to shareholders for approval at the Annual General Meeting of Shareholders for the year 2025. The dividends proposed for payment will be paid from the net profit after deducting corporate income tax at a rate of 20%. Agenda Item : 5 Agenda Detail : To consider and approve the appointment of directors in replacement of those who must retire by rotation Type : To consider and approve the appointment of directors Board's Resolution : The Board of Directors recognizes that the Company has provided an opportunity for shareholders to nominate individuals who are qualified to be elected as directors in advance. The Company has established channels and criteria disclosed on its website, for this purpose between December 1st, 2024, and January 31st, 2025. During this period, no shareholder nominated any individual for consideration as a director. The Board of Directors subsequently evaluated, through a rigorous and cautious process, the nominees based on their knowledge, abilities, experience, leadership qualities, visionary perspectives, integrity, commitment to dedicating time to the Company, past contributions to management, and diversity in the Board's composition, including compliance with the Public Limited Companies Act B.E. 2535 and the Company's Articles of Association, Article 30. For Ms. SudapornTawapee, who has been nominated to serve as an independent director, the Board of Directors has considered that he has fulfilled the independence criteria as required by the Stock Exchange of Thailand, the Securities and Exchange Commission, Thailand, and the Charter of the Audit Committee. He has served as an independent director for the Company for a period of 7 years. The Board of Directors has determined that she possesses the necessary knowledge, experience, and professional background to contribute effectively to the Company's operations. Furthermore, he meets all legal requirements related to independence criteria and relevant qualifications. Her extensive experience will enhance the efficiency and diversity of the Board's composition. The Board of Directors agreed to propose to the shareholders for re-election of the following 3 directors for another term to further develop the Company: 1. Ms. SudapornTawapee To be the independent director/ Chairman of the Remuneration and Nomination Committee/ Corporate Governance and Sustainability Committee/ Audit Committee. 2. Mr. Lim Hwee Hai To be non-executive director/ Chairman of the Risk Management Committee/ Corporate Governance and Sustainability Committee/ Remuneration and Nomination Committee. 3. Mr. Lim Yi Alex To be non-executive director/ Risk Management Committee. Agenda Item : 6 Agenda Detail : To consider and approve the remuneration of the Company's and the sub-committees' directors for the year 2025. Type : To Consider and approve Board's Resolution : The Board of Directors has considered, in accordance with the recommendations of the Remuneration and Nomination Committee and agreed to propose to the shareholders for approval the total compensation amount for directors for the fiscal year 2025. This includes monthly remuneration, meeting allowances, and annual special rewards for the Board of Directors and subcommittees, not exceeding a total of 8,000,000 Baht, as per the criteria set forth by the Remuneration and Nomination Committee. Agenda Item : 7 Agenda Detail : To consider and approve the appointment of the Company's Auditor and the Audit Fee for the year 2025 Type : To Consider and approve Board's Resolution : The Board of Directors has considered and agreed to propose to the Annual General Meeting of Shareholders for consideration and approval of the appointment of and Ms. Natteera Pongpinitpinyo, Mr. Samran Taengcham and Mr. Piya Chaipruckmalakarn who are auditors from EY Office Limited to be the Auditors of the Company for the fiscal year 2025. Additionally, based on the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting of Shareholders to approve the audit fee for the fiscal year 2025 at an amount of 2,540,000 Baht, which is equal to the audit fee for the fiscal year 2024, excluding incidental expenses incurred during the audit process. Agenda Item : 8 Agenda Detail : Question and Answer Type : To acknowledge ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 14-Feb-2025 Type of dividend payment : Cash dividend payment Record date for the right to receive : 05-Mar-2025 dividends Ex-dividend date : 04-Mar-2025 Payment for : Common shareholders Cash dividend payment (baht per share) : 1.12 Par value (baht) : 1.00 Payment date : 13-May-2025 Paid from : Operating period from 01-Jan-2024 to 31-Dec-2024 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. YI ALEX LIM Position in company (1) : DIRECTOR Effective Date (1) : 08-Nov-2024 Position in company (2) : Risk Management Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. HWEE HAI LIM Position in company (1) : DIRECTOR Effective Date (1) : 09-Feb-2004 Position in company (2) : non-executive director/ Chairman of the Risk Management Committee/ Corporate Governance and Sustainability Committee/ Remuneration and Nomination Committee. ______________________________________________________________________ Change of director/Executive Re-election Director Name : Miss SUDAPORN TAWAPEE Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 12-Nov-2018 Position in company (2) : AUDIT COMMITTEE Effective Date (2) : 12-Nov-2018 Position in company (3) : Chairman of the Remuneration and Nomination Committee/ Corporate Governance and Sustainability Committee ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : Miss NATTEERA PONGPINITPINYO CPA License No. : 7362 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2025 No : 2 Auditor Name : Mr. SAMRAN TAENGCHAM CPA License No. : 8021 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2025 No : 3 Auditor Name : Mr. PIYA CHAIPRUCKMALAKARN CPA License No. : 7544 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2025 ______________________________________________________________________ The company hereby certifies that the information above is correct and complete. Signature _________________ ( Mr.Somchai Sittichaisrichart ) Managing Director Authorized person to disclose information ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement. If you would like to see the full details of this information, please click view "full details" in attached file.