18 Mar 2025 19:35
Publicity of the notice of the Annual General Meeting of Shareholders No.46 and Forwarding of Questions Relating to Shareholders Meeting Agendas on the Company's website. (Board's Resolution) (Revised)
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Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 17-Mar-2025 Shareholder's meeting date : 30-Apr-2025 Beginning time of meeting (hh:mm) : 09 : 30 Record date for the right to attend the : 31-Mar-2025 meeting Ex-meeting date : 28-Mar-2025 Significant agenda item : - Cash dividend payment - Changing / renewal of the term of the director(s) Venue of the meeting : The Meeting Room 6th Floor , Bangchan Industrial Estate No.1 , Seri Thai Soi 87 , Seri Thai Road, Minburi , Bangkok 10510 Agenda Item : 1 Agenda Detail : To consider to certify the minute of the Annual General Meeting of Shareholders No.45 on 30 April 2024. Type : To Consider and approve Board's Resolution (New) : The Minutes as stated above was recorded correctly and should be proposed to the Annual General Meeting of Shareholders for approval. Agenda Item : 2 Agenda Detail : To Acknowledge the Report of the Board of Directors and operating results for the Year 2024 Type : To acknowledge Board's Resolution (New) : The Boards see as appropriate to propose the shareholders' meeting to acknowledge the Report of the Board of Directors and operating results for the Year 2024. Agenda Item : 3 Agenda Detail : To consider and approve the Company's Financial Statement as of the year ended on 31 December 2024. Type : To Consider and approve Board's Resolution (New) : The Financial Statements which prepared in accordance with the financial reporting standards,audited by the Certified Public Accountant and endorsed by the Audit Committees and the Board of Directors, should be proposed to the Annual General Meeting of Shareholders for approval. Agenda Item : 4 Agenda Detail : To Consider and Approve the Appropriation of Profit and Dividend Payment for the Year 2024 Type : To Consider and approve Board's Resolution (New) : To submit the Annual General Meeting of Shareholders for approve the dividend payment for the year 2024 at the rate of Baht 1.90 per share at the total amount of Baht 855 million or 53.67% of net profit in the separate financial statement. The Company has already paid an interim dividend for the operational results during the first half-year on September 17, 2024 at the rate of Baht 0.89 per share, totaling to Baht 400.50 million. Thus, the remaining dividend for the year 2024 shall be paid at the rate of Baht 1.01 per share, totaling to Baht 454.50 million as per following details, 1) Dividend payment of Baht 0.64 per share, or in an approximate total amount of Baht 288 million paid from net profit and retained earnings the BOI promoted business of which individual shareholders shall not be entitled to a tax credit under the Section 47 bis of the Code of revenue 2) Dividend payment of Baht 0.37 per share or in an approximate total amount of Baht 166.50 million of net profit and retained earnings liable to 20% corporate income tax of which individual shareholders shall be entitled to a tax credit under the Section 47 bis of the Code of revenue. 3) The said dividend distribution shall be payable to the Shareholders entitled to receive the dividend according to listed in the record date on May 13, 2025. 4) The dividend payment will be made on May 27, 2025. No legal reserve appropriation because the Company's legal reserve has reached the amount required by laws. Agenda Item : 5 Agenda Detail : To consider the election of directors retire by rotation and resigned director. Type : To consider and approve the appointment of directors Board's Resolution (New) : To agree with the Nomination and Remuneration committee propose the Meeting to reelect all 5 retiring directors, to retain office for another term as follows: 1) Mr. Apisate Thammanomai 2) Miss Petcharat Anantawichai 3) Miss Pojjanee Paniangvait 4) Mr. Pun Paniangvait 5) Mr. Thanapich Mulapruk Agenda Item : 6 Agenda Detail : To consider the determination of the director's remuneration. Type : To Consider and approve Board's Resolution (New) : To propose to the shareholders' meeting for approval the 2025 remuneration of the Company's director which are similarly to the previous year, and had already been reviewed by the Nomination and Remuneration Committee. Agenda Item : 7 Agenda Detail : To consider the appointment of the auditor and determine the audit fee for the year 2025. Type : To Consider and approve Board's Resolution (New) : The Board of Directors of the Company agreed with the decision of the Audit Committee, and therefore proposed the Meeting to approve the appointment of Auditors of the Company, as follows; 1. Miss Sathida Rattananurak, (Certified Public Accountant No. 4753) 2. Mr. Wichart Lokatekrawee, (Certified Public Accountant No. 4451) 3. Mr. Chayanut Metkunakorn (Certified Public Accountant No. 11269) From EY Office Limited as the Company's Auditor for the year 2025. One of these shall audit and express his/her opinion on the Financial Statements of the Company. The Auditing Fee for the year 2025 amounted to 1,320,000 Baht, hereby not including the fee for BOI inspection for BOI-promoted business to comply with BOI's terms and conditions in the amount of 100,000 Baht per each BOI Certificate. Agenda Item : 8 Agenda Detail : To consider to other matters ( if any ) Type : To Consider and approve ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 17-Mar-2025 Type of dividend payment : Cash dividend payment Record date for the right to receive : 13-May-2025 dividends Ex-dividend date : 09-May-2025 Payment for : Common shareholders Cash dividend payment (baht per share) : 1.01 Derived from profit under non-BOI : 0.37 privilege (baht per share) Derived from profit under BOI privilege : 0.64 (baht per share) Par value (baht) : 1.00 Payment date : 27-May-2025 Paid from : Operating period from 01-Jul-2024 to 31-Dec-2024 and retained Earnings ______________________________________________________________________ Change of director/Executive Re-election Director Name : Miss POJJANEE PANIANGVAIT Position in company (1) : DIRECTOR Effective Date (1) : 23-Apr-2013 Position in company (2) : Corporate Governance, Risk Management and Sustainability Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. PUN PANIANGVAIT Position in company (1) : DIRECTOR Effective Date (1) : 22-Apr-2016 Position in company (2) : Chairman of Investment Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Miss PETCHARAT ANANTAWICHAI Position in company (1) : DIRECTOR Effective Date (1) : 05-Jul-2002 Position in company (2) : Corporate Governance, Risk Management and Sustainability Committee/ Investment Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. APISATE THAMMANOMAI Position in company (1) : DIRECTOR Effective Date (1) : 16-Sep-2014 Position in company (2) : MANAGING DIRECTOR Effective Date (2) : 21-Nov-2022 Position in company (3) : Corporate Governance, Risk Management and Sustainability Committee/ Investment Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. THANAPICH MULAPRUK Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 08-Apr-2020 Position in company (2) : AUDIT COMMITTEE Effective Date (2) : 08-Apr-2020 Position in company (3) : Chairman of the Corporate Governance, Risk Management and Sustainability Committee ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : MISS SATIDA RATANANURAK CPA License No. : 4753 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2025 No : 2 Auditor Name : MR. WICHART LOKATEKRAWEE CPA License No. : 4451 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2025 No : 3 Auditor Name : Mr. CHAYANUT METKUNAKORN CPA License No. : 11269 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2025 ______________________________________________________________________ More detail : And assigned the Chairman of the Board or Managing Director to be the authorized person to determine the date, time, methods and place of the meeting relate to the Annual General Meeting of Shareholders No.46 as deemed appropriate under rights as stipulated by laws. As per the good corporate governance practices of listed companies, the Company has given the shareholders the opportunity to propose important matters to be included in the AGM No.46, and the opportunity to nominate a person to be considered as a director of the Company in advance of the meeting from December 1, 2024 until December 31, 2024. However, neither proposed agenda items for AGM No.46, nor names of persons nominated as directors have been received by the Company. The shareholders can access information of the notice of the Annual General Meeting of Shareholders No. 46 with the attached documents in Thai and English on the company's website www.farmhouse.co.th topics "INVESTOR" since March 31, 2025. Whereas the Notice of Meeting with barcode (Meeting Registration Form) and Proxy Form (Form B) shall be delivered to the Shareholders via registered mail with the attached documents in the form of E-books accessible through QR Code, according to the shareholders' names appearing on shares transfer registration book at the record date ______________________________________________________________________ The company hereby certifies that the information above is correct and complete. Signature _________________ ( MissPetcharat Anantawichai ) Director and Senior Management Accounting Department and Finance Department Manager 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.