30 May 2025 20:02
Amendment the SPA of Hello LED between Company and PLANB which constitutes a disposal of assets and a connected transaction. Dividend Payment, change authorized directors, amendment of the Company's objectives and convening of 2025 AGM.
Product ROCTEC Source ROCTEC
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Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 30-May-2025 Shareholder's meeting date : 24-Jul-2025 Beginning time of meeting (hh:mm) : 14 : 00 Record date for the right to attend the : 16-Jun-2025 meeting Ex-meeting date : 13-Jun-2025 Significant agenda item : - Cash dividend payment - Acquisition and disposition of assets - Changing / renewal of the term of the director(s) - To amendment the company's objectives Venue of the meeting : at Phayathai 4 Room, 6th Floor, Eastin Grand Hotel Phayathai, No. 18 Phayathai Road, Thung Phayathai Subdistrict, Ratchathewi District, Bangkok 10400 Agenda Item : 1 Agenda Detail : To consider and certify the Minutes of the Extraordinary General Meeting of Shareholders No.1/2025 held on April 29, 2025; Type : To Consider and approve Board's Resolution : The Board of Directors viewed that the Minutes of the Extraordinary General Meeting of shareholder No.1/2025 held on April 29, 2025 was correctly and completely recorded and deemed it appropriate to propose to the shareholders' meeting certify the said minutes. Agenda Item : 2 Agenda Detail : To acknowledge the annual report of the Company for fiscal year 2024/25 ended March 31, 2025; Type : To acknowledge Board's Resolution : The Board of Directors deemed appropriate to propose that the shareholders' meeting acknowledge the performance of the company for the fiscal year 2024/25 ended March 31, 2025. Agenda Item : 3 Agenda Detail : To consider and approve the audited financial statements of the Company for the fiscal year 2024/25 ended March 31, 2025; Type : To Consider and approve Board's Resolution : The Board of Director Deemed appropriate to propose to the shareholders' meeting to approve the company's financial statements for the fiscal year 2024/25 ended March 31, 2025; have been examined by the Audit Committee and the Auditor. Agenda Item : 4 Agenda Detail : To consider and approve the allocation of profit from the results of the Company's business operation for the fiscal year 2024/25 ended March 31, 2025 and the dividend payment. Type : To Consider and approve Board's Resolution : The Board of Directors deemed appropriate to propose to the shareholders' meeting to approve the allocation of profit from the results of the Company's business operation for the fiscal year 2024/25 ended March 31, 2025 and the dividend payment. Agenda Item : 5 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 : The Board of Director deemed appropriate to propose to the Shareholders' meeting to approve the election such 3 nominees as proposed by the Nomination and Remuneration Committee as directors of Roctec Global Public Company Limited; as such persons have the knowledge and abilities for such positions Agenda Item : 6 Agenda Detail : To consider and approve the directors' remuneration for the fiscal year 2025/26 ended March 31, 2026 and director's bonus for the fiscal year 2024/25 ended March 31, 2025 Type : To Consider and approve Board's Resolution : The Board of Directors, by the recommendation of the Nomination and Remuneration Committee, deems it appropriate to propose to the shareholders' meeting to approve the directors' remuneration for the accounting period 2025/26 ending on March 31, 2026, in an amount not exceeding THB 3,000,000, and to distribute a directors' reward for the accounting period 2024/25 ending on March 31, 2025, in an amount not exceeding THB 1,650,000. Agenda Item : 7 Agenda Detail : To consider and approve the appointment of auditors and the determination of the audit fee for the fiscal year 2025/26 ended March 31, 2026 Type : To Consider and approve Board's Resolution : The Board of Directors deemed appropriate to propose to the shareholders, meeting approve the appointment of the auditors from EY Office Limited, i.e. Mr. Vatcharin Pasarapongul and/or Mr. Preecha Arunnara and/or Mr. Serm Brisuthikun as the Company's auditors for the accounting period 2025/2026 ended March 31,2026, Any of these auditors will be responsible for auditing, giving comments and signing on the Company's financial statements, including determining the annual audit fees in the amount of not exceeding THB 2,300,000. Agenda Item : 8 Agenda Detail : To consider and approve the amendments the Company's objectives and Clause 3 of the Memorandum of Association to be in line with the amendment of the Company's objectives; Type : To Consider and approve Board's Resolution : The Board of Directors deemed appropriate to propose to the shareholders' meeting to approve the amendments of the Company's objectives and Clause 3. Of the Memorandum of Association to be in line with the amendment of the Company's objectives and relevant authorization. Agenda Item : 9 Agenda Detail : To consider and approve the amendment to the share purchase agreement of Hello Bangkok LED Co., Ltd. between the Company and PLAN B Media Public Company Limited., which constitutes a disposal of assets and a connected transaction. Type : To Consider and approve Board's Resolution : The Board of Directors deemed it appropriate to propose to the shareholders' meeting to consider and approve the amendment to the Share Purchase Agreement in relation to Hello Bangkok LED Company Limited between the Company and PLAN B Media Public Company Limited, which constitutes a disposal of assets and a connected transaction, as well as the relevant authorization. ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 30-May-2025 Type of dividend payment : Cash dividend payment Record date for the right to receive : 06-Aug-2025 dividends Ex-dividend date : 05-Aug-2025 Payment for : Common shareholders Cash dividend payment (baht per share) : 0.0165 Par value (baht) : 0.10 Payment date : 22-Aug-2025 Paid from : Operating period from 01-Apr-2024 to 31-Mar-2025 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. CHAIWAT ATSAWINTARANGKUN Position in company (1) : CHAIRMAN OF THE BOARD OF DIRECTORS Effective Date (1) : 25-May-2022 Position in company (2) : INDEPENDENT DIRECTOR Effective Date (2) : 25-May-2022 Position in company (3) : AUDIT COMMITTEE Effective Date (3) : 10-Aug-2023 Position in company (4) : Chairman of The Nomination and remuneration Committee ______________________________________________________________________ Change of director/Executive Expired by rotation Director Name : Mrs. SUPARANAN TANVIRUCH Position in company (1) : VICE CHAIRMAN OF THE COMPANY Effective Date (1) : 18-Oct-2023 Expire Date (1) : 24-Jul-2025 Position in company (2) : (2) Corporate Governance Committee (3) Sustainable Development Committee (4) Chairman of Executive Committee Expire Date (2) : 24-Jul-2025 Terminate Reason : Retire from office at the end of the term ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. WARAWUT NATPRADITH Position in company (1) : DIRECTOR Effective Date (1) : 10-Aug-2021 Position in company (2) : (2) Corporate Governance Committee (3) Sustainable Development Committee ______________________________________________________________________ Change of director/Executive New election Director Name : MR. Chotchawal Leetrairong Position in company (1) : Director Effective Date (1) : 24-Jul-2025 Position in company (2) : Executive Committee Effective Date (2) : 24-Jul-2025 ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : Mr. VACHARIN PASARAPONGKUL CPA License No. : 6660 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Mar-2026 No : 2 Auditor Name : MR. PREECHA ARUNNARA CPA License No. : 5800 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Mar-2026 No : 3 Auditor Name : Mr. SERM BRISUTHIKUN CPA License No. : 9452 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Mar-2026 ______________________________________________________________________ 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. 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