Schedule of Shareholders' meeting
Subject : Schedule of Annual General Meeting of
Shareholders
Date of Board resolution : 12-Mar-2025
Shareholder's meeting date : 21-Apr-2025
Beginning time of meeting (hh:mm) : 13 : 00
Record date for the right to attend the : 27-Mar-2025
meeting
Ex-meeting date : 26-Mar-2025
Significant agenda item :
- Omitted dividend payment
- Capital increase
- Changing / renewal of the term of the director(s)
- To consider and approve the amendment of Article of the Company's Memorandum
of Association to reflect the capital increase
Venue of the meeting : TK Palace Hotel & Convention, located
at 54/7 Chaengwattana Rd., Soi Changwattana15, Thungsonghong, Laksi, Bangkok,
10210, Thailand.
Agenda Item : 1
Agenda Detail : To acknowledge the Minutes of the
2023 Extra General Meeting of Shareholders Meeting held on October 28, 2024.
Type : To acknowledge
Board's Resolution : The shareholders should acknowledge
the minutes of the 2024 Annual General Meeting of Shareholder.
Agenda Item : 2
Agenda Detail : To acknowledge the Company's annual
operating results for the year 2024
Type : To acknowledge
Board's Resolution : The shareholders should acknowledge
the report of the Company's operating results for 2024.
Agenda Item : 3
Agenda Detail : To consider and approve the audited
Statement of financial Position and Statement of Comprehensive Income for the
year ended 31 December 2024 and the auditor's report.
Type : To Consider and approve
Board's Resolution : The Board concurs recommendation that
the Statements of Financial Position and the Statements of Comprehensive
Income, which is the report on the financial activities occurred in the Year
ended 31 December 2024, and has been audited by the Auditor.
Agenda Item : 4
Agenda Detail : To consider and approve omission of
allocation of net profit to the legal reserve and omission of the dividend
payment for the year 2024.
Type : To Consider and approve
Board's Resolution : The Board approved omission of
allocation of net profit to the legal reserve and omission of the dividend
payment for the year 2024.
Agenda Item : 5
Agenda Detail : To consider and approve the
appointment of the 2 directors replacing those retired by rotation from the
company returned to being a director for another term.
Type : To consider and approve the
appointment of directors
Board's Resolution : The Board approved the appointment of
Directors: 1) Mr. Pupaa Taechanarong and 2) Pol.lt.gen. Saridchai Anakevieng
returned to being a director for another term.
Agenda Item : 6
Agenda Detail : The Board approved the directors'
remuneration for the year
2025 at a rate equal to the remuneration of the previous year as proposed by the
Nomination and Remuneration Committee.
Type : To Consider and approve
Board's Resolution : The Board approved the directors'
remuneration for the year 2025.
Agenda Item : 7
Agenda Detail : To consider and approve the
appointment of auditors for year 2025 and their remuneration.
Type : To Consider and approve
Board's Resolution : The Board's opinion: The Board
approve the appointment of 1) Mr. Preecha Suan C.P.A. Registration No. 6718, 2)
Ms. Yupin Chumchai, C.P.A. Registration No. 8622, 3) Mr. Somchat Kalasuk,
C.P.A. Registration No. 9669, 4) Mr. Apichat Boonkeat, C.P.A. Registration No.
4963, 5) Ms. Phitinan Phatrakritdet, C.P.A. Registration No. 10467 from A&A
Office Company Limited or a person assigned by A&A Office Company Limited to be
the company's auditor for the year 2025 with the auditing fee of Solartron
Public Company Limited and its subsidiaries set at a total of 2,480,000 baht ,
and auditor's financial report for BOI is 40,000 baht/report.
Agenda Item : 8
Agenda Detail : To consider and approve the increase
of registered capital of the Company under a General Mandate. The Company shall
issue the new ordinary shares at the amount of 653,560,000 shares at par value
of Baht 1 per share total value 653,560,000 baht for existing shareholders
according to their shareholding by not allocating to shareholders that will make
the Company have duties under the relevant foreign law (Preferential Public
Offering: PPO) or Public Offering or Private Placement.
Type : To Consider and approve
Board's Resolution : The Board approved the increase of
registered capital of the Company under a General Mandate. The Company shall
issue the new ordinary shares at the amount of 653,560,000 shares at par value
of Baht 1 per share total value 653,560,000 baht for existing shareholders
according to their shareholding by not allocating to shareholders that will make
the Company have duties under the relevant foreign law (Preferential Public
Offering: PPO) or Public Offering or Private Placement.
Agenda Item : 9
Agenda Detail : Approve the increase of the Company's
registered capital from Baht 1,307,120,744 to Baht 1,960,680,744 by issuing new
ordinary shares in total 653,560,000 shares at a par value of Baht 1 per share
in order to support the increase of registered capital under a General Mandate
and also to consider and approve an amendment to Clause 4 of the Company's
Memorandum of Association to be in line with the increase of the Company's
registered capital.
Type : To Consider and approve
Board's Resolution : The Board approved the increase of
the Company's registered capital from Baht 1,307,120,744 to Baht 1,960,680,744
by issuing new ordinary shares in total 653,560,000 shares at a par value of
Baht 1 per share in order to support the increase of registered capital under a
General Mandate and also to consider and approve an amendment to Clause 4 of the
Company's Memorandum of Association to be in line with the increase of the
Company's registered capital.
Agenda Item : 10
Agenda Detail : Other business (If any)
Type : To Consider and approve
Board's Resolution : Other business (If any)
______________________________________________________________________
Dividend payment / Omitted dividend payment
Subject : Omitted dividend payment
Date of Board resolution : 12-Mar-2025
Omitted dividend payment from :
Operating period from 01-Jan-2024 to 31-Dec-2024
______________________________________________________________________
Change of director/Executive
Re-election
Director Name : Mr. PUPAA TAECHANARONG
Position in company (1) : DIRECTOR
Effective Date (1) : 23-Nov-2021
Position in company (2) : Nomination and Remuneration Committee
______________________________________________________________________
Change of director/Executive
Re-election
Director Name : Pol.Lt.Gen. SARIDCHAI ANAKEVIENG
Position in company (1) : INDEPENDENT DIRECTOR
Effective Date (1) : 21-Mar-2022
Position in company (2) : AUDIT COMMITTEE
Effective Date (2) : 21-Mar-2022
Position in company (3) : Chairman of the Nomination and
Remuneration Committee
______________________________________________________________________
Auditors Appointment
No : 1
Auditor Name : MR. PREECHA SUAN
CPA License No. : 6718
Accounting and Audit firm : A&A OFFICE COMPANY LIMITED
Audit End Date : 31-Dec-2025
No : 2
Auditor Name : MISS YUPHIN CHUMJAI
CPA License No. : 8622
Accounting and Audit firm : A&A OFFICE COMPANY LIMITED
Audit End Date : 31-Dec-2025
No : 3
Auditor Name : Mr. SOMCHAT KALSUK
CPA License No. : 9669
Accounting and Audit firm : A&A OFFICE COMPANY LIMITED
Audit End Date : 31-Dec-2025
No : 4
Auditor Name : Mr. APICHAT BOONKERD
CPA License No. : 4963
Accounting and Audit firm : A&A OFFICE COMPANY LIMITED
Audit End Date : 31-Dec-2025
No : 5
Auditor Name : MS. PITINUN PATTARAKLITIDEJ
CPA License No. : 10467
Accounting and Audit firm : A&A OFFICE COMPANY LIMITED
Audit End Date : 31-Dec-2025
______________________________________________________________________
Increasing Capital
Subject : Issuance of Additional Shares Under a
General Mandate
Date of Board resolution : 12-Mar-2025
Number of additional common shares : 653,560,000
(shares)
Total of additional shares (shares) : 653,560,000
Par value (baht per share) : 1.00
Type of allocated securities : Common shares
Allocated to : Common shares' shareholders via
Preferential Public Offering (PPO)
Number of allotted shares (shares) : 261,424,000
% of Paid-Up capital as of capital : 20.00
increase BOD resolution date
Allocated to : Private placement (PP)
Number of allotted shares (shares) : 130,712,000
% of Paid-Up capital as of capital : 10.00
increase BOD resolution date
Total shares allocated to Private : 130,712,000
Placement (Shares)
Allocated to : Public offering (PO)
Number of allotted shares (shares) : 261,424,000
% of Paid-Up capital as of capital : 20.00
increase BOD resolution date
______________________________________________________________________
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