18 Feb 2025 19:01
Notification of Resolutions of the Board of Directors Meeting No. 1/2025, Re: The Dividend Payment for the Year 2024, the Issuance and Offering of Debentures and the Schedule for the 2025 Annual General Meeting of Shareholders
Product CPAXT Source CPAXT
Full Detailed News
Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 18-Feb-2025 Shareholder's meeting date : 28-Mar-2025 Beginning time of meeting (hh:mm) : 14 : 00 Record date for the right to attend the : 04-Mar-2025 meeting Ex-meeting date : 03-Mar-2025 Significant agenda item : - Cash dividend payment - The issuance of debentures - Changing / renewal of the term of the director(s) Venue of the meeting : via electronic means (E-Meeting) Agenda Item : 1 Agenda Detail : To acknowledge the Company's performance for the year 2024 Type : To acknowledge Board's Resolution : The Board of Directors opined and deemed appropriate to request the shareholders' meeting to acknowledge the management report on the Company's performance for the year 2024. Agenda Item : 2 Agenda Detail : To consider and approve the financial statements for the year ended 31 December 2024 Type : To Consider and approve Board's Resolution : The Board of Directors opined and deemed appropriate to request the shareholders' meeting to consider and approve the Company's financial statements for the year ended 31 December 2024 which were duly audited and certified by the certified public accountant of the Company, which expressed an unqualified opinion on the aforementioned financial statements and reviewed by the Audit Committee. Agenda Item : 3 Agenda Detail : To consider and approve the allocation of profit and dividend payment for the year 2024 Type : To Consider and approve Board's Resolution : The Board of Directors opined and deemed appropriate to request the shareholders' meeting to consider and approve the 2024 dividend payment of THB 0.71 per share for the total dividend amount of THB 7,431 million, representing 70 percent of the net profit based on the consolidated financial statements, which is in compliance with the Company's dividend policy; when deducting the interim dividend at the rate of THB 0.18 per share paid on 6 September 2024 by the Company before amalgamation, the remaining dividend will be paid at THB 0.53 per share for the total amount of THB 5,527 million payable to the shareholders whose name appear on the list as of the date to determine the shareholders who are entitled to receive dividend (Record Date) on 9 April 2025. The final dividend will be paid on 24 April 2025. Agenda Item : 4 Agenda Detail : To consider and approve the election of the Company's directors to replace directors who will be retired by rotation for the year 2025 Type : To consider and approve the appointment of directors Board's Resolution : The Board of Directors, excluding the directors who have interests, considered the candidates nominated by the Nomination and Remuneration Committee with due care and opined that the nominated candidates have been considered by the Company's selection process. The qualifications of each nominated candidate were considered with all related regulations and suitable for the Company's business operation. In addition, the nominated candidates as independent directors are qualified as stipulated in the regulations relating to Independent Director, and able to independently opine in accordance with related regulations. The Board of Directors then requests the shareholders' meeting to consider and approve the election of the six directors to be retired by rotation to be re-elected as directors for another term. Agenda Item : 5 Agenda Detail : To consider and approve the remuneration of directors for the year 2025 Type : To Consider and approve Board's Resolution : The Board of Directors agreed with the Nomination and Remuneration Committee's proposal and considered proposing to the shareholders' meeting to consider and approve the directors' remuneration for the year 2025, which is the same rate as the year 2024 according to details as proposed. Agenda Item : 6 Agenda Detail : To consider and approve the appointment of the Company' s auditors and the determination of the audit fee for the year 2025 Type : To Consider and approve Board's Resolution : The Board of Directors agreed with the Audit Committee's proposal and deems it appropriate to propose to the shareholders' meeting to consider and approve the appointment of the Company's auditors and the determination of the audit fee for the year 2025 as follows: 1. To appoint the auditors from KPMG to be the Company's auditors for the fiscal year ended 31 December 2025 as follows: 1) Mr. Charoen Phosamritlert Certified Public Accountant (Thailand) No. 4068 2) Mrs. Munchupa Singsuksawat Certified Public Accountant (Thailand) No. 6112 3) Mrs. Piyatida Tangdenchai Certified Public Accountant (Thailand) No. 11766 In this regard, KPMG and the nominated auditors do not have any relationship and/or conflict of interest with the Company, subsidiaries, managements, major shareholders, or related persons of the said parties. In the absence of the above-mentioned auditors to perform the duty, KPMG is authorized to appoint other Certified Public Accountant from KPMG to carry out the work. Agenda Item : 7 Agenda Detail : To consider and approve the issuance and offering of debentures in the amount of not exceeding THB 165,000 million Type : To Consider and approve Board's Resolution : The Board of Directors opined and deemed appropriate to request the shareholders' meeting to consider and approve the issuance and offering of debentures in the amount of not exceeding THB 165,000 million or equivalent amount in other currencies. This issuance and offering of debentures is to replace the previous debenture program, which was cancelled due to the amalgamation between CP Axtra Public Company Limited and Ek-Chai Distribution System Company Limited, effective from 1 October 2024. The issuance and offering of debentures in both domestically and internationally, currencies, tenor, interest rates or discount rate and other conditions for issuing debentures depends on appropriateness of the market conditions at the time of each issuance and offering. The objectives of debenture issuance are to be used for investment capital, business expansion, debt repayment or working capital for business operations of the Company. Agenda Item : 8 Agenda Detail : To consider other matters (if any) Type : To Consider and approve ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 18-Feb-2025 Type of dividend payment : Cash dividend payment Record date for the right to receive : 09-Apr-2025 dividends Ex-dividend date : 08-Apr-2025 Payment for : Common shareholders Cash dividend payment (baht per share) : 0.53 Par value (baht) : 1.00 Payment date : 24-Apr-2025 Paid from : Operating period from 01-Jan-2024 to 31-Jan-2024 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. SUPHACHAI CHEARAVANONT Position in company (1) : CHAIRMAN OF THE BOARD OF DIRECTORS Effective Date (1) : 01-Oct-2024 Position in company (2) : Chairman of the Executive Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. NARONG CHEARAVANONT Position in company (1) : VICE CHAIRMAN Effective Date (1) : 01-Oct-2024 Position in company (2) : Vice Chairman of the Executive Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. UMROONG SANPHASITVONG Position in company (1) : DIRECTOR Effective Date (1) : 01-Oct-2024 Position in company (2) : Member of the Corporate Governance and Sustainable Development Committee / Member of the Executive Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. TANIN BURANAMANIT Position in company (1) : GROUP CHIEF EXECUTIVE OFFICER Effective Date (1) : 01-Oct-2024 Position in company (2) : Vice Chairman of the Executive Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. RALPH ROBERT TYE Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 01-Oct-2024 Position in company (2) : CHAIRMAN OF THE AUDIT COMMITTEE Effective Date (2) : 01-Oct-2024 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. RAWAT CHAMCHALERM Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 01-Oct-2024 Position in company (2) : Chairman of the Corporate Governance and Sustainable Development Committee ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : MR. CHAROEN PHOSAMRITLERT CPA License No. : 4068 Accounting and Audit firm : KPMG PHOOMCHAI AUDIT LIMITED Audit End Date : 31-Dec-2025 No : 2 Auditor Name : MRS. MUNCHUPA SINGSUKSAWAT CPA License No. : 6112 Accounting and Audit firm : KPMG PHOOMCHAI AUDIT LIMITED Audit End Date : 31-Dec-2025 No : 3 Auditor Name : MRS. PIYATIDA TANGDENCHAI CPA License No. : 11766 Accounting and Audit firm : KPMG PHOOMCHAI AUDIT LIMITED Audit End Date : 31-Dec-2025 ______________________________________________________________________ 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.