Date/Time 30 ม.ค. 2568 09:03:00
Headline
Board of Directors' Resolutions on Dividend Payment, Schedule for 2025 Annual General Meeting of Shareholders and Disclosure of the Notice on the Company's Website (Revised Template)
Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 29-Jan-2025 Shareholder's meeting date : 26-Mar-2025 Beginning time of meeting (hh:mm) : 14 : 30 Record date for the right to attend the : 13-Feb-2025 meeting Ex-meeting date : 11-Feb-2025 Significant agenda item : - Cash dividend payment - Changing the director(s) Venue of the meeting : E-Meeting Agenda Item : 1 Agenda Detail : To acknowledge the Company's Annual Report for the year 2024 Type : To acknowledge Board's Resolution : The Board requests the Meeting to acknowledge the Company's 2024 Annual Report stating the Company's performance and major changes during 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 recommends the Meeting to consider and approve the financial statements for the year ended December 31,2024, as duly audited and certified by the auditor from KPMG Phoomchai Audit Ltd. and reviewed by the Audit Committee. Agenda Item : 3 Agenda Detail : To consider and approve the Allocation of Profit for the year 2024 Type : To Consider and approve Board's Resolution : To propose for approval, at the Annual General Meeting of Shareholders, the 2024 annual dividend payment at the rate of 5.00 Baht per share, for a total amount of 6,000 million Baht, or 95% of profit for the year on consolidated financial statements.The Board of Directors considers this rate to be appropriate and in line with the Company's dividend payment policy, which specifies a range of 40-50% of net profit based on the consolidated financial statements.However, in cases of necessity or unusual circumstances, the Company may consider adjusting the dividend payout as appropriate. In 2024, SCG faced various challenges. In particular, the Company's chemicals business experienced a slowdown following the crisis affecting the global petrochemical industry, mainly caused by supply additions outpacing demand in the market. In this regard, the Company implemented variousmeasures as part of response plans, enabling it to maintain cashflow and reduce net debt by 16,777 million Baht in Q4/2024, resulting in a strong financial position. Therefore, to provideshareholders with an appropriate return on investment, consistent with the previous year, the Board of Directors proposes the annual dividend payment for 2024 as detailed above. TheCompany has already paid an interim dividend for the first half of the year at the rate of 2.50 Baht per share, amounting to 3,000 million Baht, on Friday, August 23, 2024. The final dividend payment will be at a rate of 2.50 Baht per share, amounting to 3,000 million Baht,derived from profits taxed at corporate income tax rate of 20%. Consequently, individualshareholders will be entitled to a tax credit1 equal to the dividend amount multiplied by 20/80. The dividend payment will be made to shareholders who are entitled to receive the dividend according to the Company's Articles of Association, as listed on the record date, Thursday, April 3, 2025 (XD, the date on which a purchaser will not be entitled to receive the dividend, will be on Wednesday, April 2, 2025). The dividend payment will be made on Tuesday, April 22, 2025, and the receipt of such dividend shall be within 10 years. Agenda Item : 4 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 : Five directors to be retired by rotation in the 2025 Annual General Meeting of Shareholders include 1) Lieutenant Colonel Somchai Kanchanamanee 2) Police Colonel Thumnithi Wanichthanom 3) Mr.Pasu Decharin 4) Mrs.Parnsiree Amatayakul and 5) Mrs. Nuntawan Sakuntanaga The Board of Directors, excluding the directors to be retired by rotation in the 2025 Annual General Meeting of Shareholders, has thoroughly considered and agreed on the qualification of each nominated candidate as proposed by the Governance and Nomination Committee, and recommended the Annual General Meeting of Shareholders to consider the election of the five retiring directors, namely Lieutenant Colonel Somchai Kanchanamanee, Police Colonel Thumnithi Wanichthanom, Mr.Pasu Decharin, Mrs.Parnsiree Amatayakul and Mrs. Nuntawan Sakuntanaga for another term. Agenda Item : 5 Agenda Detail : To consider and appoint the auditors and fix the audit fees for the year 2025 Type : To Consider and approve Board's Resolution : The Board of Directors agreed with the Audit Committee to select KPMG Phoomchai Audit Limited to be the auditing firm of SCC and recommended the Annual General Meeting of Shareholders to consider and approve the appointment of the auditors and audit fees as follows: 1) To appoint the auditors of SCC for the year 2025 as follows: - Ms.Sureerat Thongarunsang (Certified Public Accountant No. 4409) or - Ms.Pornthip Rimdusit (Certified Public Accountant No. 5565) or - Mr.Songchai Wongpiriyaporn (Certified Public Accountant No. 10996) The above-mentioned auditors from KPMG Phoomchai Audit Limited are qualified with the guidelines of the Securities and Exchange Commission. The proposed auditing firm and auditors named in the above list have no relationship or conflict of interest with SCC/subsidiaries/the Management/the major shareholders or related persons to the said entities. 2) To approve an aggregate amount of 2.85 million Baht for the annual audit fees and quarterly review fees for SCC's 2025 Financial Statements and Consolidated Financial Statements. Agenda Item : 6 Agenda Detail : To consider and approve the remuneration for Directors and Sub-Committee Members for the year 2025 Type : To Consider and approve Board's Resolution : The Board of Directors has considered the appropriateness and concurs with the proposal of the Corporate Governance and Nomination Committee to propose to the 2025 Annual General Meeting of Shareholders the retention of the remuneration and bonuses for directors, as well as the remuneration for members of the sub-committees, at the same rates and under the same criteria as approved by the 2024 Annual General Meeting of Shareholders. Furthermore, the Board recommends the determination of remuneration for the CSR for Sustainable Development Committee and the Environmental and Sustainable Development Committee at the same rates and criteria as those applied to the Corporate Governance and Nomination Committee and the Remuneration Committee. The proposed remuneration for the Board of Directors and various sub-committees has been carefully considered by the Board, considering the scope of duties and responsibilities, the Company's performance, and a comparison with leading companies listed on the Stock Exchange of Thailand and within the same industry group. ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 29-Jan-2025 Type of dividend payment : Cash dividend payment Record date for the right to receive : 03-Apr-2025 dividends Ex-dividend date : 02-Apr-2025 Payment for : Common shareholders Cash dividend payment (baht per share) : 2.50 (Update) Par value (baht) : 1.00 Payment date : 22-Apr-2025 Paid from : Operating period from 01-Jan-2024 to 31-Dec-2024 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Pol.Col. THUMNITHI WANICHTHANOM Position in company (1) : DIRECTOR Effective Date (1) : 25-Apr-2018 Position in company (2) : Member of the CSR Committee for Sustainable Development ______________________________________________________________________ Change of director/Executive Re-election Director Name : Lt.Col. SOMCHAI KANJANAMANEE Position in company (1) : DIRECTOR Effective Date (1) : 30-Mar-2022 Position in company (2) : Member of the CSR Committee for Sustainable Development ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mrs. NUNTAWAN SAKUNTANAGA Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 30-Mar-2022 Position in company (2) : AUDIT COMMITTEE Effective Date (2) : 30-Mar-2022 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Miss PARNSIREE AMATAYAKUL Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 27-Mar-2019 Position in company (2) : AUDIT COMMITTEE Effective Date (2) : 27-Mar-2019 Position in company (3) : Member of the Remuneration Committee, Member of the Environmental Sustainability Development Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. PASU DECHARIN Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 27-Mar-2019 Position in company (2) : CHAIRMAN OF THE AUDIT COMMITTEE Effective Date (2) : 30-Mar-2022 Position in company (3) : Member of the Governance and Nomination Committee ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : MISS SUREERAT THONGARUNSANG CPA License No. : 4409 Accounting and Audit firm : KPMG PHOOMCHAI AUDIT LIMITED Audit End Date : 31-Dec-2025 No : 2 Auditor Name : Mr. SONGCHAI WONGPIRIYAPORN CPA License No. : 10996 Accounting and Audit firm : KPMG PHOOMCHAI AUDIT LIMITED Audit End Date : 31-Dec-2025 No : 3 Auditor Name : MISS PORNTHIP RIMDUSIT CPA License No. : 5565 Accounting and Audit firm : KPMG PHOOMCHAI AUDIT LIMITED Audit End Date : 31-Dec-2025 ______________________________________________________________________ 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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