21 Mar 2025 17:37
BOD's resolution Appointment of the Chairman and Vice Chairman Disposal transaction omit dividend Reduction Cap Increase Cap Allocation of newly issued ordinary shares-General Mandate establishment of subsidiary and call AGM2025(revised pdf-2)
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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) : 14 : 00 Record date for the right to attend the : 13-Mar-2025 meeting Ex-meeting date : 12-Mar-2025 Significant agenda item : - Omitted dividend payment - Capital increase - Acquisition and disposition of assets - 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 : E-AGM Agenda Item : 1 Agenda Detail : To consider and adopt the minutes of the Annual General Meeting of Shareholders 2024 Type : To Consider and approve Agenda Item : 2 Agenda Detail : To acknowledge the reports of board of directors and operating results for the year ended 31 December 2024 Type : To acknowledge Agenda Item : 3 Agenda Detail : Consideration and approval of the sale of shares in Thai Solar Renewable Co., Ltd. Type : To Consider and approve Agenda Item : 4 Agenda Detail : To consider and approve the financial statements for the year ended 31 December 2024 Type : To Consider and approve Agenda Item : 5 Agenda Detail : To consider the approval for omitted dividend payment for the year 2024 Type : To Consider and approve Agenda Item : 6 Agenda Detail : Consideration and approval of the reduction of registered capital from THB 2,477,474,454 to be THB 2,117,716,281 by canceling 359,758,173 unissued ordinary shares and the amendment to Clause 4 of the Company's Memorandum of Association to be consistent with the reduction of the registered capital Type : To Consider and approve Agenda Item : 7 Agenda Detail : Consideration and approval of the increase of registered capital by an amount not exceeding THB 211,771,628, from the existing registered capital of THB 2,117,716,281 to a new registered capital of THB 2,329,487,909, through the issuance of up to 211,771,628 newly issued ordinary shares with a par value of THB 1.00 per share under General Mandate and the amendment to Clause 4 of the Company's Memorandum of Association to be consistent with the increase of the registered capital Type : To Consider and approve Agenda Item : 8 Agenda Detail : Consideration and approval of the allocation of newly issued ordinary shares under General Mandate in the amount of not exceeding 211,771,628 shares with a par value of THB 1.00 per share, to be offered to specific persons through a private placement. Type : To Consider and approve Agenda Item : 9 Agenda Detail : To consider and approve the appointment of auditor and audit fees for the year 2025 Type : To Consider and approve Board's Resolution : The Audit Committee has considered and deemed it appropriate to propose the shareholder's meeting for appointing the auditors of PricewaterhouseCoopers ABAS Ltd. to act as the auditor for the year 2025 with the audit fee of THB 1,540,000 Agenda Item : 10 Agenda Detail : To consider and approve the appointment of directors in replacement of those who must retire by rotation Type : To consider and approve the appointment of directors Agenda Item : 11 Agenda Detail : To consider and approve the directors' remuneration for the year 2025 Type : To Consider and approve Board's Resolution : The Board of Directors has resolved to the shareholders' meeting to determine the director' remuneration for the year 2025 at the same rate as the year 2015- 2024 as reviewed by the Nomination and Remuneration Committee Agenda Item : 12 Agenda Detail : To consider other agenda Type : To Consider and approve ______________________________________________________________________ Acquisition or disposition of assets The Board of Directors' Meeting of Thai Solar Energy Public Company Limited (the "Company") No. 2/2025, held on 26 February 2025, has passed the resolution to propose to the Annual General Meeting to consider and approve the disposal of 35,000,003 ordinary shares in Thai Solar Renewable Co., Ltd. ("TSR"), representing 60 percent of TSR's total issued and paid-up shares to Levanta Renewables (Thailand) Co., Ltd. ("Investor" or "Levanta") cash in the amount of approximately THB 1,791.6 million based on the Binding Offer Upon the completion of the TSR share disposal transaction, TSR will cease to be a joint venture investment of the Company. ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Omitted dividend payment Date of Board resolution : 26-Feb-2025 Omitted dividend payment from : Operating period from 01-Jan-2024 to 31-Dec-2024 ______________________________________________________________________ Increasing Capital Subject : Issuance of Additional Shares Under a General Mandate Date of Board resolution : 26-Feb-2025 Number of additional common shares : 211,771,628 (shares) Total of additional shares (shares) : 211,771,628 Par value (baht per share) : 1.00 Type of allocated securities : Common shares Allocated to : Private placement (PP) Number of allotted shares (shares) : 211,771,628 % of Paid-Up capital as of capital : 10.00 increase BOD resolution date Total shares allocated to Private : 211,771,628 Placement (Shares) Remark : Consideration and approval of approve the allocation of newly issued ordinary shares of the Company under General Mandate in the amount of not exceeding 211,771,628 shares with a par value of THB 1 per share, to be offered to specific persons through a private placement ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : Ms. SVASVADI ANUMANRAJDHON CPA License No. : 4400 Accounting and Audit firm : PRICEWATERHOUSE COOPERS ABAS LIMITED Audit End Date : 31-Dec-2025 No : 2 Auditor Name : Ms. NUNTIKA LIMVIRIYALERS CPA License No. : 7358 Accounting and Audit firm : PRICEWATERHOUSE COOPERS ABAS LIMITED Audit End Date : 31-Dec-2025 No : 3 Auditor Name : Ms. THITINUN WAENKAEW CPA License No. : 9432 Accounting and Audit firm : PRICEWATERHOUSE COOPERS ABAS LIMITED Audit End Date : 31-Dec-2025 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Miss ANGKANEE RERKSIRISUK Position in company (1) : DIRECTOR Effective Date (1) : 19-Apr-2017 Position in company (2) : Executive director, Nomination & Remuneration committee, company secretary ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. NARONG RATHAMARIT Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 27-Dec-2024 Position in company (2) : Chairman of the Board ______________________________________________________________________ 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. 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