04 Mar 2025 18:47
The Date for the Annual General Meeting of Shareholders and Meeting Agenda for the Year 2025 and omission payment of divident. (Revised)
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Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 28-Feb-2025 Shareholder's meeting date : 28-Apr-2025 Beginning time of meeting (hh:mm) : 13 : 00 Record date for the right to attend the : 17-Mar-2025 meeting Ex-meeting date : 14-Mar-2025 Significant agenda item : - Omitted dividend payment - Changing / renewal of the term of the director(s) Venue of the meeting : conducted via electronic means (E-AGM) Agenda Item : 1 Agenda Detail : To consider and approve the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2024 Type : To Consider and approve Board's Resolution : The Board of Directors has reviewed and considered that the minutes of the Extraordinary General Meeting of Shareholders No. 1/2024, held on October 8, 2024, have been accurately and completely recorded. Therefore, it is deemed appropriate to propose that the Annual General Meeting of Shareholders approve the said minutes. Agenda Item : 2 Agenda Detail : To acknowledge the Company's operational performance for the year 2024 Type : To acknowledge Board's Resolution : The Board of Directors deems appropriate to present the Company's operational performance report for the year 2024, ending December 31, 2024, for shareholders' acknowledgment. Agenda Item : 3 Agenda Detail : To consider and approve the audited financial statements for the fiscal year ended December 31, 2024, which have been audited by the Company's auditors and endorsed by the Audit Committee Type : To Consider and approve Board's Resolution : The Board of Directors has reviewed and determined that the financial statements for the year ended December 31, 2024, are accurate, complete, and sufficient in accordance with generally accepted accounting principles. These financial statements have been reviewed and approved by the Audit Committee and audited by a certified public accountant. Therefore, it is deemed appropriate to propose that the Annual General Meeting of Shareholders consider and approve the financial statements for the year ended December 31, 2024. Agenda Item : 4 Agenda Detail : To consider and approve the appointment of directors to replace those retiring by rotation Type : To consider and approve the appointment of directors Board's Resolution : The Board of Directors deems appropriated to propose to the Annual General Meeting of Shareholders for consideration and approval of the reappointment of Mr. Pitak Pruittisarikorn, Mr. Nawat Itsaragrisil, and Mr. Pumipat Sinacharoen for another term. The proposal for the reappointment of these three directors has been approved by the Nomination and Remuneration Committee and subsequently approved by the Board of Directors. Agenda Item : 5 Agenda Detail : To consider and approve the remuneration and meeting allowances for the Board of Directors and subcommittees for the year 2025 Type : To Consider and approve Board's Resolution : The Board of Directors deems it appropriate to propose to the Annual General Meeting of Shareholders for approval of the directors' remuneration and meeting allowances for the Board of Directors and subcommittees for the year 2025, including monetary compensation and other benefits, at the same rates as those approved by the shareholders' meeting in 2024. This proposed remuneration has been reviewed and approved by the Nomination and Remuneration Committee and subsequently approved by the Board of Directors. Agenda Item : 6 Agenda Detail : To consider and approve the appointment of the Company's auditors and determine their remuneration for the year 2025 Type : To Consider and approve Board's Resolution : The Board of Directors deems appropriated to propose to the Annual General Meeting of Shareholders for approval of the appointment of auditors from KPMG Phoomchai Audit Ltd. (KPMG) as the company's auditors for the year 2025, with the following details: 1) Mr. Watchara Pattarapithak, Certified Public Accountant No. 6669, or 2) Ms. Porntip Rimdusit, Certified Public Accountant No. 5565, or 3) Mr. Waiwat Kosamanchaiyakij, Certified Public Accountant No. 6333, or 4) Mr. Yutthaphong Suntharinka, Certified Public Accountant No. 10604 The audit fees shall be as approved by the Audit Committee. Agenda Item : 7 Agenda Detail : To consider and approve the omission of profit allocation as legal reserve and the omission of dividend payment for the year 2024 Type : To Consider and approve Board's Resolution : Approved the omission of profit allocation to the legal reserve and the omission of dividend payment for the year 2025 and deemed appropriate to propose the approval to the Annual General Meeting of Shareholders. Agenda Item : 8 Agenda Detail : To consider and approve the change of the Company's name, company seal, securities symbol, and the amendment to Clause 1 (Company Name) of the Company's Memorandum of Association to align with the Company name change, including the change of securities symbol Type : To Consider and approve Board's Resolution : The Board of Directors deems appropriate to propose to the Annual General Meeting of Shareholders for approval of the change of the company's name, company seal, securities symbol, and the amendment of Article 1 (Company Name) of the company's Memorandum of Association to align with the name change, as well as the change of the securities symbol. Agenda Item : 9 Agenda Detail (Update) : To consider and approve the amendment to the utilization of the increased capital and the utilization of additional funds. Type : To Consider and approve Board's Resolution (Update) : The Board of Directors deems appropriated to propose to the Annual General Meeting of Shareholders for approval of the utilization of the increased capital and the utilization of additional funds. Agenda Item : 10 Agenda Detail : To consider and approve the change in the list of directors allocated warrants. Type : To Consider and approve Board's Resolution : The Board of Directors deems appropriated to propose to the Annual General Meeting of Shareholders for approval of the change in the list of directors allocated warrants. Agenda Item : 11 Agenda Detail : To consider other agenda Type : To Consider and approve ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. NAWAT ITSARAGRISIL Position in company (1) : DIRECTOR Effective Date (1) : 01-Apr-2024 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. PUMIPAT SINACHAROEN Position in company (1) : DIRECTOR Effective Date (1) : 08-Oct-2024 Position in company (2) : Chairman of the Risk Management Committee ______________________________________________________________________ Change of director/Executive Expired by rotation Director Name : Mr. NAWAT ITSARAGRISIL Position in company (1) : DIRECTOR Effective Date (1) : 01-Apr-2024 Expire Date (1) : 01-Apr-2025 Terminate Reason : Retire from office at the end of the term ______________________________________________________________________ Change of director/Executive Expired by rotation Director Name : Mr. PUMIPAT SINACHAROEN Position in company (1) : DIRECTOR Effective Date (1) : 08-Oct-2024 Expire Date (1) : 08-Oct-2025 Position in company (2) : Chairman of the Risk Management Committee Expire Date (2) : 08-Oct-2025 Terminate Reason : Retire from office at the end of the term ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. PITAK PRUITTISARIKORN Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 08-Oct-2024 Position in company (2) : AUDIT COMMITTEE Effective Date (2) : 08-Oct-2024 Position in company (3) : Chairman of the Nomination and Remuneration Committee ______________________________________________________________________ Change of director/Executive Expired by rotation Director Name : Mr. PITAK PRUITTISARIKORN Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 08-Oct-2024 Expire Date (1) : 08-Oct-2025 Position in company (2) : AUDIT COMMITTEE Effective Date (2) : 08-Oct-2024 Expire Date (2) : 08-Oct-2025 Position in company (3) : Chairman of the Nomination and Remuneration Committee Expire Date (3) : 08-Oct-2025 Terminate Reason : Retire from office at the end of the term ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : MISS PORNTHIP RIMDUSIT CPA License No. : 5565 Accounting and Audit firm : KPMG PHOOMCHAI AUDIT LIMITED Audit End Date : 31-Dec-2025 No : 2 Auditor Name : MR. WAIYAWAT KORSAMARNCHAIYAKIJ CPA License No. : 6333 Accounting and Audit firm : KPMG PHOOMCHAI AUDIT LIMITED Audit End Date : 31-Dec-2025 No : 3 Auditor Name : Mr. WATCHARA PATTARAPITAK CPA License No. : 6669 Accounting and Audit firm : KPMG PHOOMCHAI AUDIT LIMITED Audit End Date : 31-Dec-2025 No : 4 Auditor Name : MR. YOOTTAPONG SOONTALINKA CPA License No. : 10604 Accounting and Audit firm : KPMG PHOOMCHAI AUDIT LIMITED Audit End Date : 31-Dec-2025 ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Omitted dividend payment Date of Board resolution : 28-Feb-2025 Omitted dividend payment from : Operating period from 01-Jan-2024 to 31-Dec-2024 ______________________________________________________________________ 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. 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