27 Feb 2025 08:36
2025 Annual General Meeting of Shareholders, Dividend Payment, and Appointment of Additional Director (Revised)
Product BDMS Source BDMS
Full Detailed News
Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 26-Feb-2025 Shareholder's meeting date : 10-Apr-2025 Beginning time of meeting (hh:mm) : 13 : 30 Record date for the right to attend the : 13-Mar-2025 meeting Ex-meeting date : 12-Mar-2025 Significant agenda item : - Cash dividend payment - Changing / renewal of the term of the director(s) Venue of the meeting : Electronic Meeting (e-Meeting) Agenda Item : 1 Agenda Detail : To acknowledge the Company's performance for 2024 Type : To acknowledge Board's Resolution : The Board requests the Meeting to acknowledge the report of year 2024 performance. Agenda Item : 2 Agenda Detail : To consider approving the Company and its subsidiaries' audited consolidated financial statements for 2024 Type : To Consider and approve Board's Resolution : The Board, by the recommendation of the Audit Committee, is of the opinion that the shareholders should approve the Company and its subsidiaries' consolidated financial statements for the year ended 31 December 2024. Agenda Item : 3 Agenda Detail : To consider approving the allocation of 2024 profit and dividend payment Type : To Consider and approve Board's Resolution (Update) : The Board of Directors is of the opinion that the shareholders should approve the allocation of dividend from the Company and its subsidiaries' 2024 operating results for 15,892,001,895 shares at the rate of Baht 0.75 per share; divided into the dividend derived from the net profit under non-BOI privilege of Baht 0.70 per share and the net profit under BOI privilege of Baht 0.05 per share, totalling Baht 11,919 million, which is equal to 75% of the Company's net profit of the consolidated financial statements and in line with the Company's dividend policy. On 25 September 2024, the Company paid the interim dividend for the first half of 2024 performance at the rate of Baht 0.35 per share from the net profit under Non-BOI privilege; therefore, the Company shall pay a final dividend at Baht 0.40 per share, divided into the dividend derived from the net profit under non-BOI privilege of Baht 0.35 per share and the net profit under BOI privilege of Baht 0.05 per share, totalling Baht 6,357 million. The Record Date to determine the name of shareholders who are entitled to receive the dividend is on 13 March 2025 (The XD, or the date on which a share purchaser will not be entitled to receive the dividend, will be on 12 March 2025). The dividend will be paid on 25 April 2025 subject to the approval of the AGM 2025. Since the Company has full legal reserve of the registered capital according to the Articles of Association, the Company has no need to allocate the Company's net profit as a legal reserve. Agenda Item : 4 Agenda Detail : To consider electing directors in replacement of those who retire by rotation Type : To consider and approve the appointment of directors Board's Resolution : The Board of Directors (excluding related directors and/or those who are nominated at this meeting), prudently considers and is of the opinion that the directors, who have been nominated by the Nomination and Remuneration Committee, have qualifications suitable for the Company's business, and that shareholders should re-elect the 5 directors who retire by rotation, namely, 1. Professor Emeritus Santasiri Sornmani, M.D., 2. Mr. Pradit Theekakul, 3. Mr. Sripop Sarasas, 4. Mr. Att Thongtang, and 5. Mr. Chairat Panthuraamphorn, M.D. as the Company's directors for another term. Agenda Item : 5 Agenda Detail : To Consider and approve the appointment of new directors. Type : To consider and approve the appointment of directors Board's Resolution : The Board of director is of the opinion that the shareholders shold elect Clinical Professor Emeritus Piyasakol Sakolsatayadorn, M.D. as an additional director, which will increase the number of the entire board from 15 to 16. Clinical Professor Emeritus Piyasakol Sakolsatayadorn, M.D. possesses knowledge and expertise in the field of medicine, which is directly related to the Company's core business, and has experiences that are resourceful to the Company's operations. He also possesses all the qualifications of a director as stipulated by the Company and does not have any prohibited characteristics as per the Capital Market Supervisory Board's regulations. Agenda Item : 6 Agenda Detail : To consider and approve the directors' remuneration Type : To Consider and approve Board's Resolution : The Board of Directors agrees to the recommendation of the Nomination and Remuneration Committee and is of the opinion that the shareholders should approve the remuneration of the Company's directors and sub-committees as follows. 1. Remuneration of the Company's directors: to be proposed according to the previous criteria as follows: 1.1 Directors' Remuneration: the Board of Directors considers proposing remuneration in the amount of Baht 98 million and that the remuneration be allocated by the Board among themselves. 1.2 Meeting Allowance Chairman of the Board Baht 75,000 per meeting Director (each) Baht 50,000 per meeting 1.3 Director's Medical Expense: Baht 3,000,000/person/year for outside directors who are not the executives or employees under employment contract of the Company, and the treatment at Bangkok Hospital and its affiliated hospitals only, valid from 2025 AGM to the next AGM. 2. Meeting Allowances of sub-committees are proposed at the same rate as the previous year as follows: More detail : For more information regarding this agenda, please read the Full Detailed News file. Agenda Item : 7 Agenda Detail : To consider appointing the auditor for 2025 and fixing the audit fee Type : To Consider and approve Board's Resolution : The Board of Directors agrees to the recommendation of the Audit Committee and is of the opinion that shareholders should appoint the following auditors from EY Office Limited as the Company's auditors for 2025, names as shown and the Board also proposes that the shareholders approve the audit fee for the year 2025 in the amount not exceeding Baht 2.785 million, an increase of Baht 150,000 from the previous year, due to the Data Migration audit for the SAP S4/Hana implementation (One-time charge). Agenda Item : 8 Agenda Detail : To consider other agenda Type : To Consider and approve ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 26-Feb-2025 Type of dividend payment : Cash dividend payment Record date for the right to receive : 13-Mar-2025 dividends Ex-dividend date : 12-Mar-2025 Payment for : Common shareholders Cash dividend payment (baht per share) : 0.40 Derived from profit under non-BOI : 0.35 privilege (baht per share) Derived from profit under BOI privilege : 0.05 (baht per share) Par value (baht) : 0.10 Payment date : 25-Apr-2025 Paid from : Operating period from 01-Jan-2024 to 31-Dec-2024 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. CHAIRAT PANTHURAAMPHORN Position in company (1) : DIRECTOR Effective Date (1) : 12-Apr-2019 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. PRADIT THEEKAKUL Position in company (1) : DIRECTOR Effective Date (1) : 03-Apr-2008 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. SRIPOP SARASAS Position in company (1) : DIRECTOR Effective Date (1) : 03-Apr-2008 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. ATT THONGTANG Position in company (1) : DIRECTOR Effective Date (1) : 21-Apr-2016 ______________________________________________________________________ Change of director/Executive New election Director Name : Clinical Professor Emeritus Piyasakol Sakolsatayadorn Position in company (1) : DIRECTOR Effective Date (1) : 10-Apr-2025 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. SANTASIRI SORNMANI Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 03-Jan-1994 ______________________________________________________________________ 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. CHAWALIT CHALUAYAMPORNBUT CPA License No. : 8881 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2025 No : 3 Auditor Name : Mr. SOMSAK CHIRATDHITIAMPHYVONG CPA License No. : 8874 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2025 ______________________________________________________________________ More detail : - ______________________________________________________________________ The company hereby certifies that the information above is correct and complete. Signature _________________ ( MissKessara Wongsekate ) Vice President and Company Secretary 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.