Date/Time 10 Jan 2025 17:05:00
Headline
Schedule of the Annual General Meeting of Shareholders for the year 2025 in teleconferences through an electronic device (E-AGM), The dividend payment for the operating results in 2024
Letter No. : CS001/2025 Date : 10-Jan-2025 Subject : Schedule of the Annual General Meeting of Shareholders for the year 2025 in teleconferences through an electronic device (E-AGM), The dividend payment for the operating results in 2024 To : The President, The Stock Exchange of Thailand ______________________________________________________________________ Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 10-Jan-2025 Shareholder's meeting date : 25-Feb-2025 Beginning time of meeting (hh:mm) : 10 : 00 Record date for the right to attend the : 27-Jan-2025 meeting Ex-meeting date : 24-Jan-2025 Significant agenda item : - Cash dividend payment - Changing the director(s) Venue of the meeting : In teleconferences through an electronic device (E-AGM) Agenda Item : 1 Agenda Detail : To acknowledge the operating result of the Company for the year 2024 Type : To acknowledge Board's Resolution : Agreed to propose that the Meeting of Shareholders consider and acknowledge the Management Performance Report for the year 2024. Agenda Item : 2 Agenda Detail : To consider and approve the audited statement of financial position and the profit and loss statements for the year ended October 31, 2024 Type : To Consider and approve Board's Resolution : Agreed to propose that the Meeting of Shareholders consider and approve the financial statements for the year ending 2024 as at October 31, 2024, which have been audited by the Certified Public Accountant and considered by the Audit Committee. Agenda Item : 3 Agenda Detail : To consider and approve the allocation of profit for dividend payment and legal reserve of the year 2024 Type : To Consider and approve Board's Resolution : Agreed to propose that the Meeting of Shareholders consider and approve the net profit allocation as legal reserve, according to the Company's Financial Statements for the year ending October 31, 2024, at the rate of THB 0.05 per share for 4,410,232,619 ordinary shares, totaling of THB 220.51 million, equivalent to 24 percent of net profit of consolidated financial statement. The dividend will be paid from the net profit of the Company that are subject to corporate income tax at the rate of 20 percent. The shareholders who are individuals can request tax credits from the payment of such annual dividends under Section 47 of the Revenue Code. The record date for dividend payment shall be March 3, 2025 and the dividend payment shall be made on March 21, 2025. The Company has already allocated the profit as a legal reserve as specific by Laws. (10% of registered capital). Agenda Item : 4 Agenda Detail : To elect directors in replacement of those whose terms have ended Type : To consider and approve the appointment of directors Board's Resolution : Agreed to propose that the Meeting of Shareholders consider to re-elect all of the seven directors whose terms have ended. The Board, excluding the directors having conflicts of interest, agreed with the Nomination and Remuneration Committee to re-elect: 1. Mr. Manu Leopairote 2. Mr. Chamroon Chinthammit 3. Mr. Pornsin Thaemsirichai 4. Mr. Chalush Chinthammit 5. Mr. Chatri Chinthammit to be directors of the Company for another term. While the two directors, who are 6. Pol. Gen. Boonpen Bumpenboon 7. Ms. Nongluck Phinainitisart, having conflicts of interest, The Board proposed the Meeting of Shareholders to re-elect both directors to be directors of the Company for another term. Agenda Item : 5 Agenda Detail : To consider and approve the remunerations of directors Type : To Consider and approve Board's Resolution : Agreed to propose that the Meeting of Shareholders consider 1. Remuneration of Director (monthly) for the year 2024 Board of Directors - Chairman of Board of Directors at the amount 45,000 bath/month - Chairman of Audit Committee at the amount 30,000 bath/month - Directors at the amount 25,000 bath/month 2. Remuneration of Director (yearly bonus) Chairman of Board of Directors, Chairman of Audit Committee and Directors not exceeding 6 months x monthly remuneration 3. Remuneration of Sub-Committee (meeting allowance/meeting) Board of Directors - Chairman at the amount 12,000 THB/ meeting - Directors at the amount 10,000 THB/ meeting Executive Board of Directors - Chairman at the amount 7,200 THB/ meeting - Directors at the amount 6,000 THB/ meeting Audit Committee - Chairman at the amount 10,000 THB/ meeting - Directors at the amount 8,000 THB/ meeting Risk Management Committee / Nomination and Remuneration Committee / Corporate Governance and Sustainable Development Committee - Chairman at the amount 7,200 THB/ meeting - Directors at the amount 6,000 THB/ meeting 4. Other Benefits : None The Nomination Committee considered that the total remuneration in 2025 should not exceed 14,200,000 baht. Agenda Item : 6 Agenda Detail : To consider and approve the appointment of auditor and audit fee for the year 2025 Type : To Consider and approve Board's Resolution : Agreed to propose that the Meeting of Shareholders consider to change the auditor from Deloitte Touche Tohmatsu Jaiyos Audit Co Ltd to KPMG Phoomchai Audit Co., Ltd. to be the Company's auditor for the year 2025 by requiring one of the following auditors being the auditor on the Company's Financial Statements: 1) Mrs. Sasithorn Pongadisak, C.P.A. Registration No. 8802 or 2) Mr. Piyanat Singkhorn, C.P.A. Registration No. 11641 or 3) Ms. Kanokon Phooriphanyawanit, C.P.A. Registration No. 10512 and to approve the auditor fees at the amount THB 2,700,000.00 ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 10-Jan-2025 Type of dividend payment : Cash dividend payment Record date for the right to receive : 03-Mar-2025 dividends Ex-dividend date : 28-Feb-2025 Payment for : Common shareholders Cash dividend payment (baht per share) : 0.05 Par value (baht) : 0.50 Payment date : 21-Mar-2025 Paid from : Operating period from 01-Nov-2023 to 31-Oct-2024 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. MANU LEOPAIROTE Position in company (1) : CHAIRMAN Effective Date (1) : 15-Oct-2004 Position in company (2) : INDEPENDENT DIRECTOR Effective Date (2) : 15-Oct-2004 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. CHALUSH CHINTHAMMIT Position in company (1) : CHIEF EXECUTIVE OFFICER & PRESIDENT Effective Date (1) : 01-Nov-2022 Position in company (2) : DIRECTOR Effective Date (2) : 24-Feb-2004 Position in company (3) : Risk Management Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. CHAMROON CHINTHAMMIT Position in company (1) : DIRECTOR Effective Date (1) : 06-Oct-1976 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. CHATRI CHINTHAMMIT Position in company (1) : DIRECTOR Effective Date (1) : 01-Mar-2003 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. PORNSIN THAEMSIRICHAI Position in company (1) : DIRECTOR Effective Date (1) : 06-Oct-1976 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Miss NONGLUCK PHINAINITISART Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 26-Feb-2010 Position in company (2) : AUDIT COMMITTEE Effective Date (2) : 26-Mar-2010 Position in company (3) : Nomination and Remuneration Committee / Risk Management Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : POL. GEN. BOONPEN BUMPENBOON Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 24-Feb-2004 Position in company (2) : Nomination and Remuneration Committee / Corporate Governance and Sustainable Development Committee ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : MRS. SASITHORN PONGADISAK CPA License No. : 8802 Accounting and Audit firm : KPMG PHOOMCHAI AUDIT LIMITED Audit End Date : 31-Oct-2025 No : 2 Auditor Name : Mr. PIYANAT SINGKHORN CPA License No. : 11641 Accounting and Audit firm : KPMG PHOOMCHAI AUDIT LIMITED Audit End Date : 31-Oct-2025 No : 3 Auditor Name : Miss KANOKON PHOORIPHANYAWANIT CPA License No. : 10512 Accounting and Audit firm : KPMG PHOOMCHAI AUDIT LIMITED Audit End Date : 31-Oct-2025 ______________________________________________________________________ The company hereby certifies that the information above is correct and complete. Signature _________________ ( MRS.Kanyarat Sumitra ) Company Secretary Authorized person to disclose information ______________________________________________________________________ Office of Company Secretary and Legal Telephone: 02-642-6230 E-mail : secretary@kslgroup.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. 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