Letter No. : SorGor. 5/2568
Subject : Notification of the Board of
Directors' Resolutions on the Dividend Payment and Schedule for the 2025 Annual
General Meeting of Shareholders
To : President
The Stock Exchange of Thailand
______________________________________________________________________
Schedule of Shareholders' meeting
Subject : Schedule of Annual General Meeting of
Shareholders
Date of Board resolution : 20-Feb-2025
Shareholder's meeting date : 24-Apr-2025
Beginning time of meeting (hh:mm) : 10 : 00
Record date for the right to attend the : 06-Mar-2025
meeting
Ex-meeting date : 05-Mar-2025
Significant agenda item :
- Cash dividend payment
- Changing / renewal of the term of the director(s)
Venue of the meeting : The Bank will conduct the meeting via
electronic means, in accordance with the Emergency Decree on Electronic
Meetings, B.E. 2563 (2020), and other related laws and regulations.
Agenda Item : 1
Agenda Detail : To acknowledge the Board of
Directors' report regarding the Bank's operating results for the year 2024
Type : To acknowledge
Board's Resolution : The shareholders' meeting should
acknowledge the Bank's operating results for the year 2024, which will be
presented at the meeting.
Agenda Item : 2
Agenda Detail : To consider and approve the financial
statements for the year ended December 31, 2024
Type : To Consider and approve
Board's Resolution : The shareholders' meeting should
approve the Bank's financial statements for the year ended December 31, 2024,
which are shown in the Bank's 2024 annual registration statement/annual report
(Form 56-1 One Report), have been audited by the Bank's auditor,
PricewaterhouseCoopers ABAS Ltd., 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 Bank has has a registered capital
of Baht 10,478,762,930, and it has already allocated its profit as a legal
reserve of Baht 1,047,876,293. This was up to the requirement as stipulated in
the Bank's Articles of Association. As a result, there would be no allocation of
the operating profit in 2024 as a legal reserve.
The Bank achieved a net profit (attributable to the Bank's shareholders) of Baht
4,363,221,250 and Baht 5,030,748,570 from the separate and consolidated
financial statements for 2024, respectively. The Board of Directors is of the
opinion that the shareholders' meeting should consider and approve paying a
dividend for the year 2024 to shareholders at the rate of 4.00 Baht per share,
totaling Baht
3,334,672,295 (calculated from the number of shares after deducting the number
of repurchased shares of 827,740,480 shares as of February 20, 2025),
representing 76.43% of the net profit from the separate financial statements or
66.29% of the net profit from the consolidated financial statements for the year
2024.
The Bank has paid an interim dividend for the operation in the first six months
of 2024 to shareholders at the rate of Baht 1.25 per share, totaling Baht
1,058,385,975, on September 19, 2024, according to the resolution of the Board
of Directors' meeting No. 9/2567 dated August 22, 2024. Therefore, if this
shareholders' meeting approves the proposed dividend, shareholders will still
receive the remaining amount of Baht 2.75 per share. The Bank sets the record
date on which shareholders have the right to receive dividends on May 6, 2025,
and the dividend payment will be made on May 22, 2025.
Agenda Item : 4
Agenda Detail : To consider and elect directors to
replace those who will retire by rotation
Type : To consider and approve the
appointment of directors
Board's Resolution : At present, the Bank has twelve
directors. Four directors will retire by rotation at the 2025 Annual General
Meeting of Shareholders:
1. Mr. Supol Wattanavekin Non-executive Director
2. Mr. Chalee Chantanayingyong Independent Director
3. Dr. Asoke Wongcha-um Independent Director
4. Ms. Thitinan Wattanavekin Executive Director
The Bank has given shareholders the right to nominate qualified persons to be
elected as the Bank's directors at the 2025 Annual General Meeting of
Shareholders by announcing it through the channels of the Stock Exchange of
Thailand. The Bank also published the criteria and methods for nominating
directors on its website for three months, from September 1 to November 30,
2024. However, no shareholder has proposed a nominee.
The Board of Directors, excluding the directors who have an interest in this
matter, has agreed with the suggestion of the Nomination and Remuneration
Committee, which has thoroughly considered the qualifications beneficial to the
Bank's operation, the board structure according to the board skill matrix, and
the director pool, which is disclosed on the Thai Institute of Director
Association's website. The Nomination and Remuneration Committee is of the
opinion that Mr. Supol Wattanavekin, Mr. Chalee Chantanayingyong, Dr. Asoke
Wongcha-um, and Ms. Thitinan Wattanavekin, the four retiring directors, are
fully qualified and do not have any prohibited attributes as defined in the
legal provisions currently applied to the Bank. They have knowledge,
competencies, and experiences in the related business operations of Kiatnakin
Phatra Financial Group ("the Group"); have performed their duties with
accountability and integrity; and have greatly contributed to the operations of
the Group throughout their term. In addition, Mr. Chalee Chantanayingyong and
Dr. Asoke Wongcha-um are also fully qualified according to the definition of
independent directors, relevant laws, and criteria. They can also express their
opinions independently. Thus, the shareholders' meeting should re-elect all four
retiring directors for another term.
The Bank of Thailand has already approved the re-election of the directors who
are retiring by rotation and proposing to serve another term.
Agenda Item : 5
Agenda Detail : To consider and approve the
directors' remuneration
Type : To Consider and approve
Board's Resolution : The shareholders' meeting should
approve the directors' remuneration as proposed by the Nomination and
Remuneration Committee, which has thoroughly considered various factors,
including the Bank's operating results, the comparison of directors'
remuneration at other commercial banks with equivalent business size and
structure, as well as business trends. Additionally, the committee has
considered that the rates and components of directors' remuneration should
reflect the value of the knowledge and competency of the directors, which helps
the Bank and the Group achieve a sustainable business operation. Thus, the Board
of Directors proposes to the shareholders' meeting that the bonus for
performance in 2024 be approved for ten directors who are not employees of the
Bank or the Group companies in the amount of Baht 13,100,000. Each director's
proposed bonus decreased by 5% from the previous year.
The shareholders' meeting should also approve the remuneration for directors,
who are not employees of the Bank or the Group companies, for the year 2025
(excluding directors' bonuses), in a total not exceeding Baht 27 million. Such
remuneration consists of monthly remuneration and attendance fees at the same
rate as those of the previous year, as they are still appropriate and comparable
to those of other commercial banks at the same level, as per the details shown
below.
Remuneration for directors
- Chairman of the Board Baht 150,000 per month
- Directors Baht 75,000 per month per director
Remuneration for subcommittee members of the Audit Committee, the Nomination and
Remuneration Committee, the Compliance and Governance Committee, the Risk
Oversight Committee, the Executive Committee, the Investment Committee, and the
Human Resource Management Committee in the form of an attendance fee where they
attend
- Chairperson of the Audit Committee Baht 75,000 per meeting
- Chairperson of other subcommittees Baht 60,000 per meeting
- Committee members Baht 40,000 per meeting per member.
In the event that additional subcommittees are appointed, the Board of Directors
can determine the remuneration for such subcommittee members, provided that the
total remuneration does not exceed Baht 27 million, as proposed at the
shareholders' meeting for approval. The above-mentioned remuneration rates shall
remain effective until resolved otherwise by the meeting of shareholders.
Agenda Item : 6
Agenda Detail : To consider and appoint auditors and
fix their remuneration for the year 2025
Type : To Consider and approve
Board's Resolution : The shareholders' meeting should
approve the appointment of auditors from PricewaterhouseCoopers ABAS Ltd. as the
auditors of the Bank for the year 2025, as recommended by the Audit Committee
of the Bank together with other Audit Committees within the Group. The proposed
auditors are Ms. Sinsiri Thangsombat, CPA License No. 7352; Mr. Paiboon Tunkoon,
CPA License No. 4298; and Mr. Boonlert Kamolchanokkul, CPA License No. 5339.
Also, the shareholders' meeting should approve the auditors' remuneration for
the year 2025 at Baht 9,643,000, which decreases by 1.05% from the previous year
of Baht 9,745,000. Other audit fees that may be incurred are at the discretion
of management, as deemed appropriate.
The proposed auditors are independent, possess international standard auditing
skills and knowledge, and have experience in reviewing commercial banking and
capital market businesses. They have already obtained approval from the
Securities and Exchange Commission and the Bank of Thailand.
Agenda Item : 7
Agenda Detail : Other matters (if any)
Type : To Consider and approve
______________________________________________________________________
Dividend payment / Omitted dividend payment
Subject : Cash dividend payment
Date of Board resolution : 20-Feb-2025
Type of dividend payment : Cash dividend payment
Record date for the right to receive : 06-May-2025
dividends
Ex-dividend date : 02-May-2025
Payment for : Common shareholders
Cash dividend payment (baht per share) : 2.75
Par value (baht) : 10.00
Payment date : 22-May-2025
Paid from :
Operating period from 01-Jan-2024 to 31-Dec-2024
______________________________________________________________________
Change of director/Executive
Re-election
Director Name : Mr. SUPOL WATTANAVEKIN
Position in company (1) : CHAIRMAN OF THE BOARD OF DIRECTORS
Effective Date (1) : 01-Jan-2011
______________________________________________________________________
Change of director/Executive
Re-election
Director Name : Miss THITINAN WATTANAVEKIN
Position in company (1) : DIRECTOR
Effective Date (1) : 01-Jan-2011
______________________________________________________________________
Change of director/Executive
Re-election
Director Name : Mr. CHALEE CHANTANAYINGYONG
Position in company (1) : INDEPENDENT DIRECTOR
Effective Date (1) : 22-Apr-2022
Position in company (2) : AUDIT COMMITTEE
Effective Date (2) : 22-Apr-2022
______________________________________________________________________
Change of director/Executive
Re-election
Director Name : Mr. ASOKE WONGCHA-UM
Position in company (1) : INDEPENDENT DIRECTOR
Effective Date (1) : 23-Apr-2024
Position in company (2) : AUDIT COMMITTEE
Effective Date (2) : 23-Apr-2024
______________________________________________________________________
Auditors Appointment
No : 1
Auditor Name : MR. PAIBOON TUNKOON
CPA License No. : 4298
Accounting and Audit firm : PRICEWATERHOUSE COOPERS ABAS LIMITED
Audit End Date : 31-Dec-2025
No : 2
Auditor Name : MISS SINSIRI THANGSOMBAT
CPA License No. : 7352
Accounting and Audit firm : PRICEWATERHOUSE COOPERS ABAS LIMITED
Audit End Date : 31-Dec-2025
No : 3
Auditor Name : MR. BOONLERT KAMOLCHANOKKUL
CPA License No. : 5339
Accounting and Audit firm : PRICEWATERHOUSE COOPERS ABAS LIMITED
Audit End Date : 31-Dec-2025
______________________________________________________________________
The company hereby certifies that the information above is correct and complete.
Signature _________________
( Mr.Aphinant Klewpatinond )
Chief Executive Officer
Authorized person to disclose information
______________________________________________________________________
Corporate Secretariat Department
Telephone: 0-2495-1021-22
______________________________________________________________________
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