Schedule of Shareholders' meeting
Subject : Schedule of Annual General Meeting of
Shareholders
Date of Board resolution : 19-Feb-2025
Shareholder's meeting date : 04-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
- The issuance of debentures
- Changing / renewal of the term of the director(s)
- To amendment the company's article of association
- To amendment the company's objectives
Venue of the meeting : Electronic Meeting (e-Meeting)
Agenda Item : 1
Agenda Detail : To acknowledge the Annual Report of
the Board of Directors
Type : To acknowledge
Board's Resolution : The Board recommended that the
meeting of shareholders should acknowledge the Annual Report of the Board of
Directors which enumerates the Company's 2024 performance and other important
information.
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 recommended that the
meeting of shareholders should consider and approve the audited financial
statements for the year ended 31 December 2024, which have been considered by
the Audit Committee and audited by the Company's auditor.
Agenda Item : 3
Agenda Detail : To consider and approve the
allocation of profit from the Company's operational results for the year 2024
and the dividend payment
Type : To Consider and approve
Board's Resolution : The Board recommended that the
meeting of shareholders should consider and approve the payment of dividend from
the 2024 operational results to the shareholders at the rate of Baht 10.44 per
share amounting to approximately Baht 35,153 million, representing 80 percent of
the Company's 2024 consolidated net profit, in accordance with the Company's
dividend policy.
Such dividend payment will be made only to the shareholders entitled to receive
dividend according to the Company's Articles of Association, whose names appear
in the shareholders register book as of the date on which the list of
shareholders entitled to the dividend is determined, which is 17 April 2025. The
dividend payment shall be made on 2 May 2025.
As the interim dividend of Baht 2.00 per share amounting to approximately Baht
6,734 million was distributed to the shareholders on 23 September 2024, the
shareholders will then be paid the remaining dividend of Baht 8.44 per share
amounting to approximately Baht 28,418 million. The said dividends are paid from
the earnings from which the corporate income tax has been imputed at 20
percent. Individual shareholders may apply for tax credit on the dividend at the
rates of 20/80 of the amount of dividend received.
In addition, the Board approved the allocation of remaining profit for the
operational results of the year 2024 after the dividend payment to Common Equity
Tier 1 (CET1) under Tier 1 capital, amounting Baht 8,790 million, resulting the
Company's total capital, as of 31 March 2025, equivalent to Baht 462,155
million, representing 18.86 percent of the total risk-weighted assets, while the
CET1 capital equivalent to Baht 433,415 million, representing 17.69 percent of
the total risk-weighted assets (by estimation).
Agenda Item : 4
Agenda Detail : To consider and elect the directors
in replacement of those retiring by rotation and a director that resigned
Type : To consider and approve the
appointment of directors
Board's Resolution : The Board (without participation by
directors having interests therein) concurred with the screening procedures and
proposal of the Nomination, Compensation and Corporate Governance Committee that
the five directors to retire by rotation in 2025, 1) Mr. Prasan Chuaphanich, 2)
Miss Kulaya Tantitemit, 3) Mr. Kan Trakulhoon, 4) Mrs. Kulpatra Sirodom, and 5)
Mr. Veerathai Santiprabhob should be re-elected to continue their office for
another term and propose to elect Mr. Komkrit Kietduriyakul as an Independent
Director to fill the seat vacated by the resignation of Mr. Thaweesak
Koanantakool (effective from 18 April 2023), total of six directors.
Agenda Item : 5
Agenda Detail : To consider and approve the
remuneration of directors for the year 2025, and the directors' bonus based on
the 2024 operational results
Type : To Consider and approve
Board's Resolution : The Board concurred with the
Nomination, Compensation and Corporate Governance Committee's recommendation
that the meeting of shareholders should consider and approve the remuneration of
members of the Board of Directors and members of board committees for the year
2025, including the directors' bonus based on the 2024 operational results as
proposed. The proposed rates are appropriate, commensurate with the directors'
duties and responsibilities, align with the Company's business characteristics
as the holding company, having diversified investment in various businesses with
linkage to the performance of the whole Group's companies and criteria
comparable to those of large listed companies.
Agenda Item : 6
Agenda Detail : To consider and appoint the auditors
and fix the audit fee for the year 2025
Type : To Consider and approve
Board's Resolution : The Board concurred with the Audit
Committee's recommendation that the meeting of shareholders should approve the
appointment of the auditors from KPMG Phoomchai Audit Limited, namely Ms. Orawan
Chunhakitpaisan with her license no. 6105, or Ms. Pantip Gulsantithamrong with
her license no. 4208, or Ms. Thitima Pongchaiyong with her license no. 10728, or
Ms. Orawan Chotiwiriyakul with her license no. 10566, as the Company's
auditors for the year 2025, with the Company's audit fee of Baht 5.11 million
and acknowledge the non-audit fee at Baht 2.81 million for the year 2025. The
Board also recommended that shareholders should acknowledge the preliminary
audit fee for the Company's subsidiary companies for 2025 in the amount of Baht
48.05 million, which altogether makes the total audit fee of the Company and its
subsidiary companies for 2025 Baht 53.16 million, as well as other service fees
for 2025 in the amount of Baht 27.57 million.
Agenda Item : 7
Agenda Detail : To consider and approve the issuance
and offering of debt securities
Type : To Consider and approve
Board's Resolution : The Board recommended that the
meeting of shareholders should approve the cancellation of the remaining limit
of the issuance and offering of debt securities amount of Baht 15,800 million
under the Extraordinary General Meeting of Shareholders No. 1/2023 and approve
the issuance and offering of debt securities in the total amount not exceeding
Baht 150,000 million or the equivalent in other currencies, provided that the
debt securities issued and offered for sale by the Company at any time shall not
exceed such prescribed limit.
Agenda Item : 8
Agenda Detail : To consider and approve the amendment
to the Company's Objectives, along with Clause 3 of the Company's Memorandum of
Association (Objectives)
Type : To Consider and approve
Board's Resolution : The Board has considered and
recommended that the meeting of shareholders should approve the amendments to
Item 2. and Item 5. of the Company's Objectives to be able to accept mortgages,
to create and accept business security, and to conduct lending business to
support potential business operations, according to the Ministerial Regulation
(No. 2) B.E. 2561 Specifying Entities Eligible to Accept Business Security,
which includes juristic person having objective of conducting lending
businesses.
Agenda Item : 9
Agenda Detail : To consider and approve the amendment
to the Company's Articles of Association
Type : To Consider and approve
Board's Resolution : The Board recommended that the
meeting of shareholders should approve the amendment to Article 25. of the
Company's Articles of Association regarding summoning the Board of Directors'
meeting to align with the fact and the Company's practices, which allow the
Chairman or a designated person to determine the date, time, and place of the
Board of Directors' meetings, and to revise wordings to be in line with the law
(Section 81 of the Public Limited Companies Act B.E. 2535), including in cases
of reasonable cause or to protect the rights or benefits of the Company, any two
or more directors may request a Board of Directors' meeting.
______________________________________________________________________
Dividend payment / Omitted dividend payment
Subject : Cash dividend payment
Date of Board resolution : 19-Feb-2025
Type of dividend payment : Cash dividend payment
Record date for the right to receive : 17-Apr-2025
dividends
Ex-dividend date : 16-Apr-2025
Payment for : Common shareholders
Cash dividend payment (baht per share) : 8.44
Par value (baht) : 10.00
Payment date : 02-May-2025
Paid from :
Operating period from 01-Jan-2024 to 31-Dec-2024
______________________________________________________________________
Change of director/Executive
Re-election
Director Name : Miss KULAYA TANTITEMIT
Position in company (1) : DIRECTOR
Effective Date (1) : 18-Jan-2023
______________________________________________________________________
Change of director/Executive
Re-election
Director Name : Mr. PRASAN CHUAPHANICH
Position in company (1) : DIRECTOR
Effective Date (1) : 15-Sep-2021
______________________________________________________________________
Change of director/Executive
New election
Director Name : Mr. KAN TRAKULHOON
Position in company (1) : DIRECTOR
Effective Date (1) : 04-Apr-2025
______________________________________________________________________
Change of director/Executive
Re-election
Director Name : Mrs. KULPATRA SIRODOM
Position in company (1) : INDEPENDENT DIRECTOR
Effective Date (1) : 01-Jun-2022
Position in company (2) : AUDIT COMMITTEE
Effective Date (2) : 01-Jun-2022
______________________________________________________________________
Change of director/Executive
Re-election
Director Name : Mr. VEERATHAI SANTIPRABHOB
Position in company (1) : INDEPENDENT DIRECTOR
Effective Date (1) : 17-Sep-2024
______________________________________________________________________
Change of director/Executive
Expired by rotation
Director Name : Mr. KAN TRAKULHOON
Position in company (1) : INDEPENDENT DIRECTOR
Effective Date (1) : 15-Sep-2021
Expire Date (1) : 04-Apr-2025
Terminate Reason : Retire from office at the end of the
term
______________________________________________________________________
Change of director/Executive
New election
Director Name : MR. KOMKRIT KIETDURIYAKUL
Position in company (1) : INDEPENDENT DIRECTOR
Effective Date (1) : 04-Apr-2025
______________________________________________________________________
Auditors Appointment
No : 1
Auditor Name : MISS PANTIP GULSANTITHAMRONG
CPA License No. : 4208
Accounting and Audit firm : KPMG PHOOMCHAI AUDIT LIMITED
Audit End Date : 31-Dec-2025
No : 2
Auditor Name : MISS ORAWAN CHUNHAKITPAISAN
CPA License No. : 6105
Accounting and Audit firm : KPMG PHOOMCHAI AUDIT LIMITED
Audit End Date : 31-Dec-2025
No : 3
Auditor Name : Ms. THITIMA PONGCHAIYONG
CPA License No. : 10728
Accounting and Audit firm : KPMG PHOOMCHAI AUDIT LIMITED
Audit End Date : 31-Dec-2025
No : 4
Auditor Name : MISS ORAWAN CHOTIWIRIYAKUL
CPA License No. : 10566
Accounting and Audit firm : KPMG PHOOMCHAI AUDIT LIMITED
Audit End Date : 31-Dec-2025
______________________________________________________________________
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