31 Mar 2025 21:55
Scheduling of the date and agenda of 2025 Annual General Meeting of Shareholders, and dividend payment from the operating results for the year 2024 (Revised)
Product OR Source OR
Full Detailed News
Letter No. : 31300001/ 49 Subject : Scheduling of the date and agenda of 2025 Annual General Meeting of Shareholders, and dividend payment from the operating results for the year 2024 To : President, The Stock Exchange of Thailand CC : Secretary-General of the Office of the Securities and Exchange Commission ______________________________________________________________________ Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 11-Feb-2025 Shareholder's meeting date : 04-Apr-2025 Beginning time of meeting (hh:mm) : 14 : 00 Record date for the right to attend the : 25-Feb-2025 meeting Ex-meeting date : 24-Feb-2025 Significant agenda item : - Cash dividend payment - Changing / renewal of the term of the director(s) Venue of the meeting : Via Electronic Means Agenda Item : 1 Agenda Detail : To acknowledge the Company's operating results for the year 2024 Type : To acknowledge Board's Resolution : The Board of Directors deemed it appropriate to propose that the 2025 AGM acknowledge the operating results of the Company for the year 2024. Agenda Item : 2 Agenda Detail : To consider and approve the financial statements for the year ended December 31, 2024 Type : To Consider and approve Board's Resolution : The Board of Directors deemed it appropriate to propose that the 2025 AGM consider and approve the financial statements for the year ended December 31, 2024, which have been audited by the auditor and reviewed by the Audit Committee. The Board of Directors has also endorsed the financial statements. Agenda Item : 3 Agenda Detail : To consider and approve the allocation of net profit as a legal reserve and dividend payment from the operating results for the year 2024 Type : To Consider and approve Board's Resolution : The Board of Directors' Meeting No. 2/2025 of PTT Oil and Retail Business Public Company Limited (the "Company") held on February 11, 2025 has passed the following resolutions: 1. The Board of Directors deemed it appropriate to propose that the 2025 AGM consider and approve the allocation of net profit as a legal reserve for the year 2024 of approximately 203,370,000 Baht 2. The Board of Directors deemed it appropriate to propose that the 2025 AGM consider and approve the dividend payment from the operating results for the year 2024 at the rate of 0.40 Baht per share for 12,000,000,000 ordinary shares of the Company, totaling 4,800,000,000 Baht, which is approximately at 62.7 percent of net profit of the consolidated financial statements. After deducting the interim dividend payment for the Company's operating results for the first half of 2024 (during January 1,2024 - June 30, 2024) at the rate of 0.27 Baht per share totaling 3,240,000,000 Baht, from the OR's unappropriated retained earnings, derived from businesses subject to corporate income tax at the rate of 20 percent. Individual shareholders are entitled to a tax credit from the dividend payment under Section 47 bis of the Revenue Code. There will be the remaining dividend amount from the Company's operating results for the second half of 2024 (during July 1, 2024 - December 31, 2024) at the rate of 0.13 Baht per share, totaling 1,560,000,000 Baht. The details are as follows: - The dividend payment at the rate of 0.12 Baht per share, totaling 1,440,000,000 Baht, will be paid from the Company's unappropriated retained earnings, derived from businesses subject to corporate income tax at the rate of 20 percent. Individual shareholders are entitled to a tax credit from the dividend payment under Section 47 bis of the Revenue Code. - The dividend payment at the rate of 0.01 Baht per share, totaling 120,000,000 Baht, will be paid from the Company's unappropriated retained earnings, derived from BOI promoted activities during the tax exemption period. Individual shareholders shall not include the dividend as their taxable income and not entitled to a Dividend Tax Credit under Section 47 bis of the Revenue Code. The dividend payment is scheduled to be paid to the entitled shareholders on April 29, 2025, subject to approval from the 2025 AGM. Agenda Item : 4 Agenda Detail : To consider and approve the appointment of auditors and the determination of audit fees for the year 2025 Type : To Consider and approve Board's Resolution : The Board of Directors deemed it appropriate to propose that the 2025 AGM consider and approve the appointment of one of the below mentioned auditors from EY Office Limited. The determination of the audit fee for the year 2025 at the amount of 3,900,000 Baht, as recommended by the Audit Committee, the appropriateness of which had been carefully considered and endorsed by the Board of Directors. Furthermore, the said auditors have no relationship with and/or interests in the Company, its subsidiaries, executives, and major shareholders, or their related parties. Agenda Item : 5 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 deemed it appropriate to propose that the 2025 AGM consider and approve the remuneration of the directors and the subcommittee members, i.e., monthly remuneration and meeting allowances for the year 2025 and directors' bonus from the company operating result in the year 2024, at the same rate as per the resolution of the 2024 AGM as proposed by the Nomination and Remuneration Committee, and endorsed by the Board of Directors Agenda Item : 6 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 Board's Resolution (Update) : (Revised) The Board of Directors (excluding directors with a conflict of interest) has considered and resolved to propose to the Annual General Meeting of Shareholders for approval of the appointment of five directors, as follows: 1. Mr. Chadil Chavanalikikorn to be reappointed as Director 2. Mr. Vuttikrai Leewiraphan to be reappointed as Independent Director 3. Mr. Disathat Panyarachun to be appointed as Director in place of Dr. Kobsak Pootrakool 4. M.L. Peekthong Thongyai to be reappointed as Director 5. Miss Nantika Thangsuphanich Thangsupanich to be reappointed as Director The Nomination and Remuneration Committee has carefully and appropriately reviewed the qualifications of the nominated individuals in accordance with the Company's criteria and applicable laws. The Board of Directors has also approved the nominations. In particular, the second nominee has been proposed for reappointment as an Independent Director of the Company, as he fully meets the legal requirements and the Company's definition of independence for Independent Directors. However, following the above nomination, Mr. Disathat Panyarachun informed the Company of his intention to withdraw from consideration for appointment as Director. Given the importance of maintaining a Board composition that includes individuals with the appropriate qualifications, experience, and expertise across various fields to ensure effective corporate governance and support the Company's sustainable growth, the Nomination and Remuneration Committee, together with the Board of Directors, has reviewed and selected a suitably qualified candidate. It has resolved to propose the nomination of Mr. Teerachun Boonyasit to be considered and appointed as Independent Director in place of the originally nominated individual, Mr. Disathat Panyarachun. Shareholders are kindly requested to review the profile and qualifications of the newly nominated candidate, together with other relevant information, available on the Company's website at https://www.pttor.com, to support their consideration in electing the proposed candidate as Independent Director in replacement of the original nominee. Agenda Item : 7 Agenda Detail : To consider other agenda Type : To Consider and approve ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 11-Feb-2025 Type of dividend payment : Cash dividend payment Record date for the right to receive : 25-Feb-2025 dividends Ex-dividend date : 24-Feb-2025 Payment for : Common shareholders Cash dividend payment (baht per share) : 0.13 Derived from profit under non-BOI : 0.12 privilege (baht per share) Derived from profit under BOI privilege : 0.01 (baht per share) Par value (baht) : 10.00 Payment date : 29-Apr-2025 Paid from : Retained Earnings ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : Mr. KITTIPHUN KIATSOMPHOB CPA License No. : 8050 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2025 No : 2 Auditor Name : Mr. VORAPOJ AMNAUYPANIT CPA License No. : 4640 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2025 No : 3 Auditor Name : MRS. POONNARD PAOCHAROEN CPA License No. : 5238 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2025 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. CHADIL CHAVANALIKIKORN Position in company (1) : DIRECTOR Effective Date (1) : 21-May-2024 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Miss NANTIKA THANGSUPHANICH Position in company (1) : DIRECTOR Effective Date (1) : 13-Feb-2024 ______________________________________________________________________ Change of director/Executive Re-election Director Name : M.L. PEEKTHONG THONGYAI Position in company (1) : DIRECTOR Effective Date (1) : 12-Dec-2024 ______________________________________________________________________ Change of director/Executive Status : Canceled Reason : Changing the nomination of directors for the election of director to replace the director who retire by rotation for the 2025 Annual General Meeting of Shareholders of PTT Oil and Retail Business Public Company Limited from Mr. Disathat Panyarachun to Mr. Teerachun Boonyasit New election Director Name : MR. Disathat Panyarachun Position in company (1) : Director Effective Date (1) : 04-Apr-2025 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. VUTTIKRAI LEEWIRAPHAN Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 24-Sep-2024 ______________________________________________________________________ Change of director/Executive New election Director Name : Mr. TEERACHUN BOONYASIT Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 04-Apr-2025 ______________________________________________________________________ The company hereby certifies that the information above is correct and complete. Signature _________________ ( M.L.PEEKTHONG THONGYAI ) Chief Executive Officer Authorized person to disclose information ______________________________________________________________________ Office of Chief Executive Officer and Corporate Secretary Tel: 02-196-6242, 6249 Email: corporatesecretary@pttor.com ______________________________________________________________________ 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.