TFEX

19 Feb 2025 12:56

Dividend Payment, Schedule and Agenda for the 2025 Annual General Meeting of Shareholders

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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 ______________________________________________________________________ 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. 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