Date/Time 20 Feb 2025 21:39:00
Headline
Report of the Resolution of the Board of Directors' Meeting No.1/2025, Date and Agenda of the Annual General Meeting of Shareholders for the year 2025 and Dividend Payment (Revised)
Letter No. : MD. 48/2025 Subject : Report of the Resolution of the Board of Directors' Meeting No.1/2025, Date and Agenda of the Annual General Meeting of Shareholders for the year 2025 and Dividend Payment To : President The Stock Exchange of Thailand ______________________________________________________________________ Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 20-Feb-2025 Shareholder's meeting date : 30-Apr-2025 Beginning time of meeting (hh:mm) : 14 : 00 Record date for the right to attend the : 07-Mar-2025 meeting Ex-meeting date : 06-Mar-2025 Significant agenda item : - Cash dividend payment - Changing / renewal of the term of the director(s) Venue of the meeting : Queen Sirikit National Convention Center and via Electronic means Agenda Item : 1 Agenda Detail : To consider and approve the minutes of the Annual General Meeting of Shareholders 2024 Type : To Consider and approve Board's Resolution : The Board deemed it appropriate to propose the Meeting to consider approving the Minutes of the Annual General Meeting of Shareholders for the year 2024 on 29th April 2024. Agenda Item : 2 Agenda Detail : To Acknowledge the Report of the Board of Directors regarding the Performance of the Company in the Year 2024 and Future Operation Plan Type : To acknowledge Board's Resolution : The Board deemed it appropriate to propose the Meeting to acknowledge the report of the Board of Directors regarding the Performance of the Company in the year 2024 and the Future Operation Plan as proposed. Agenda Item : 3 Agenda Detail : To Consider Approving the Financial Statement for the Year 2024 Type : To Consider and approve Board's Resolution : The Board deemed it appropriate to propose the Meeting to consider approving the financial statement for the year 2024. Agenda Item : 4 Agenda Detail : To consider and approve the allocation of the net profit as a legal reserve and omission of dividend payment Type : To Consider and approve Board's Resolution : The Board deemed it appropriate to propose the Meeting to consider approving the Allocation of Profits, Reserve funds and Dividend Payment for the Year 2024 as follows: Net profit for the year 2024: 913,940,876 Baht Reserve for investment expansion: 91,394,088 Baht Remaining for consideration of dividend payment: 822,546,788 Baht Furthermore, based on the operational results of the year 2024, the company proposes a dividend payment of 0.30 baht per share to shareholders, totaling 637,496,153 shares. This represents a total dividend payment of 191,248,845.90 baht, which corresponds to a payout ratio of 40% of the net profit (excluding special dividends) according to the company's standalone financial statement showing a net profit of 563.97 million baht (after reserves). The company has already paid an interim dividend of 0.10 baht per share. Therefore, an additional dividend of 0.20 baht per share, totaling 127,499,230.60 baht, remains to be paid, subject to a 20% tax credit on the company's total earnings. Shareholders entitled to receive dividends will be determined on May 9, 2025, with the dividend payment scheduled for May 22, 2025. 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 : Agreement with the Nomination and Corporate Governance Committee, proposes that the Meeting consider the election of directors to replace those five who retired by rotation, by alphabetical order (in Thai) as follows: 1. Mr. Nopporn Wongsatitporn to be Director for another term 2. Mr. Palakorn Suwanrath to be Independent Director for another term 3. Mr. Pipat Purnananda to be Independent Director for another term 4. Mr. Puttipong Prasarttong-Osoth to be Director for another term 5. Mr. Varah Sucharitakul to be Independent Director for another term In view that those nominees have suited qualification to the Company as well as no prohibitive qualifications as described in the Company rules and comply as well as their qualifications are accorded with the definition of "Independent Director." Therefore, those nominees are suitable to be the Company's Directors and Independent Directors. According to the Company's announcement inviting the shareholders to propose an agenda for the Meeting and qualified candidates to be nominated for selection as the Company's director prior to the Meeting to comply with the Good Corporate Governance Principle relating to the rights of shareholders from 1st October 2024, to 30th December 2024. Neither an additional agenda item nor a candidate was proposed for this year. Agenda Item : 6 Agenda Detail : To Consider Appointing the External Auditors and their Audit Fee Type : To Consider and approve Board's Resolution : Agreed with the proposal of the Audit Committee and deemed appropriate to propose the Meeting for the Year 2024 to consider appointing Ms. Kosum Cha-Em, Certified Public Accountant Registration number 6011, or Mrs. Kunlapee Piyawannasuth, Certified Public Accountant Registration number 6137 or Ms. Vilailak Laohasrisakul, Certified Public Accountant Registration number 6140 of EY Office Limited to be the Company's external auditors for the year 2025, either of whom may audit and make any comments on the Company's financial statement. Each external auditor is approved by the Office of the SEC and has independence without relationship and/or any interests with the Company, the subsidiaries, the management, the major shareholders or those who relate to the persons above. The audit fee for the year 2025 will be the total amount of 1,530,000.- Baht, excluding out-of-pocket expenses. Agenda Item : 7 Agenda Detail : To Consider the Directors' Remuneration Type : To Consider and approve Board's Resolution : The Board deemed considers it appropriate for the shareholders' meeting to approve the payment of the Board of Directors' remuneration (bonus) for the year 2024, in the amount of 3.60 million baht. The monthly compensation for the Board of Directors will remain the same as last year, while the meeting allowance per session for the Board of Directors, as well as the remuneration for the Audit Committee and the sub-committees, will be increased compared to the previous year. Agenda Item : 8 Agenda Detail : Other business (if any) Type : To Consider and approve ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 20-Feb-2025 Type of dividend payment : Cash dividend payment Record date for the right to receive : 09-May-2025 dividends Ex-dividend date : 08-May-2025 Payment for : Common shareholders Cash dividend payment (baht per share) : 0.20 (Update) Par value (baht) : 1.00 Payment date : 22-May-2025 Paid from : Operating period from 01-Jul-2024 to 31-Dec-2024 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. PALAKORN SUWANRATH Position in company (1) : CHAIRMAN OF THE BOARD Effective Date (1) : 09-May-2007 Position in company (2) : INDEPENDENT DIRECTOR Effective Date (2) : 20-Apr-2007 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. NOPPORN WONGSATITPORN Position in company (1) : DIRECTOR Effective Date (1) : 27-Feb-2023 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. PUTTIPONG PRASARTTONG-OSOTH Position in company (1) : DIRECTOR Effective Date (1) : 08-Aug-2018 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. PIPAT PURNANANDA Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 17-Apr-2013 Position in company (2) : AUDIT COMMITTEE Effective Date (2) : 08-May-2013 Position in company (3) : Chairman of Risk Management Committee , Chairman of Nominating and Corporate Governance Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. VARAH SUCHARITAKUL Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 08-May-2024 Position in company (2) : Chairman of Investment Committee, Chairman of Remuneration Committee Director ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : Miss KOSUM CHA-EM CPA License No. : 6011 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2025 No : 2 Auditor Name : MRS. KUNLAPEE PIYAWANNASUTH CPA License No. : 6137 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2025 No : 3 Auditor Name : Miss VILAILAK LAOHASRISAKUL CPA License No. : 6140 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2025 ______________________________________________________________________ The company hereby certifies that the information above is correct and complete. Signature _________________ ( M.L.Nathasit Diskul ) President Authorized person to disclose information ______________________________________________________________________ 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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