Date/Time 24 Feb 2025 07:45:00
Headline
Notification of Resolutions of the Board of Directors' Meeting regarding, Divident payment and the schedule of 2025 Annual General Meeting of Shareholders (e-AGM)
Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 21-Feb-2025 Shareholder's meeting date : 28-Apr-2025 Beginning time of meeting (hh:mm) : 14 : 00 Record date for the right to attend the : 12-Mar-2025 meeting Ex-meeting date : 11-Mar-2025 Significant agenda item : - Cash dividend payment - Changing / renewal of the term of the director(s) Venue of the meeting : Annual General Meeting of Shareholders (e-AGM) Agenda Item : 1 Agenda Detail : To acknowledge the result of the Company's operation for the year 2024 Type : To acknowledge Board's Resolution : The Board of Directors deemed appropriate to report its business operations for the year 2024 to the Shareholders for acknowledgement Agenda Item : 2 Agenda Detail : To consider and approve the Company's financial statements for the fiscal year ended December 31,2024 which have been audited by the certified public accountant. Type : To Consider and approve Board's Resolution : The Board of Directors deemed it appropriate to propose to the Meeting to consider and approve the Statement of Financial Position and Statement of Profit and Loss of the Company for the year ended 31 December 2024, which were audited by the authorized auditor of the Company, reviewed by the Audit Committee, and agreed upon by the Board of Director. The Board of Directors and the Audit Committee have provided their opinions in the "Report on the Board of Directors' Responsibility for the Financial Report" and the "Audit Committee's Report", as appeared in the 56-1 One Report 2024 Agenda Item : 3 Agenda Detail : To consider and approve the allocation of the net profit as a legal reserve and dividend payment Type : To Consider and approve Board's Resolution : The Board of Directors deemed it appropriate to propose to the Meeting to consider and approve the cash divident payment for the year 2024 at the rate of THB 0.20 per share, in the total amount 70 million baht of 50.23 percent of the profit from the separate financial statements, in line with the Divident Policy, which states that the Company shall pay dividends of not less than 50 percent of the net profit after deduction of corporate income tax and all reserve funds as described by the law and the Company's Articles of Association. Moreover the dividend payment is uncertain currently pending the approval by the Annual General Meeting of Shareholders' meeting. 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 : The Board of Directors, after consideration (in accordance with the approval of the Nomination and Remuneration Committee), is of the opinion that all three directors possess the necessary qualifications in compliance with the relevant regulations and are suitable for the Company's business operations. Additionally, the nominated independent director meets the qualifications required by the applicable laws governing independent directors. Therefore, the Board deems it appropriate to propose to the shareholders' meeting for approval of the re-election of the three directors who are due to retire by rotation as follow: 1. Mr.Somboon Wongrassamee 2. Cdr.Suwannee Jirayungyuen 3. Dr.Kongsak Techawibunphon for reappointment as directors for another term Agenda Item : 5 Agenda Detail : To consider and approve the directors' remuneration and the remuneration for the sub-committee member for the year 2025 Type : To Consider and approve Board's Resolution : The Board of Directors deems it appropriate to propose to the shareholders' meeting for approval of the remuneration for the Company's directors and subcommittees for the year 2025. The remuneration is categorized into salaries, meeting free, and Bonus. The details are as follows: Board of Director Chairman of the Board Director Salary at THB 30,000 per month, Independent Director at THB 25,000 per month, Chairman of the Board Director Meeting fee at THB 10,000 baht per meeting, Independent Director at THB 8,000 per meeting, Director at THB 8,000 per meeting and Bonus at THB 200,000 per person for Chairman of the Board Director and Independent Director. Remuneration of Board Committee Member (Independent Director) Chairman of the Board, Meeting fee at THB 10,000 per meeting and Director, Meeting fee at THB 8,000 per meeting. This remuneration determination has been reviewed and screened by the Nomination and Remuneration Committee. Agenda Item : 6 Agenda Detail : To consider and approve the appointment of auditors and to determine auditors' remuneration for the year 2025 Type : To Consider and approve Board's Resolution : The Board of Directors deemed it appropriate to propose to the Meeting to consider and approve the appointment of (1) Ms.Chaovana Viwatpanachati, CPA Registration Number 4712, or (2) Ms.Wanpen Unrun, CPA Registration Number 7750, or (3) Porntip Amornchailertpattana, CPA Registration Number 9589, or (4) Ms.Nantira Khunngam, CPA Registration Number 12707 of PITISEVI CO., LTD. as the Company's auditors for the year 2025, whereby any one of them shall be authorized to act individually, and to approve the auditor's remuneration for the year 2025 in the amount of 870,000 Baht (excluding disbursements).In the event that the above-named auditors are unable to perform their duties, the Board of Directors shall have the authority to assign PITISEVI CO., LTD to provide other certified auditors from its office as the supplemental auditor to audit and provide an auditor's opinion on the Company's financial statements. Agenda Item : 7 Agenda Detail : To consider any other business (if any) Type : To Consider and approve Board's Resolution : - ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 21-Feb-2025 Type of dividend payment : Cash dividend payment Record date for the right to receive : 08-May-2025 dividends Ex-dividend date : 07-May-2025 Payment for : Common shareholders Cash dividend payment (baht per share) : 0.20 Par value (baht) : 0.50 Payment date : 26-May-2025 Paid from : Operating period from 01-Jan-2024 to 31-Dec-2024 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. KONGSAK TECHAWIBUNPHON Position in company (1) : DIRECTOR Effective Date (1) : 03-Dec-2021 Position in company (2) : Executive Director/ Risk Management Committee / Social Responsibility Working Group ______________________________________________________________________ Change of director/Executive Re-election Director Name : Wg.Cdr. SUWANNEE JIRAYANGYUEN Position in company (1) : DIRECTOR Effective Date (1) : 25-Apr-2016 Position in company (2) : Executive Director / Member of the Nomination and Remuneration Committee / Good Corporate Governance Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. SOMBOON WONGRASSAMEE Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 03-Dec-2021 Position in company (2) : CHAIRMAN OF AUDIT COMMITTEE Effective Date (2) : 03-Dec-2021 Position in company (3) : Chairman of the Nomination and Remuneration Committee / Chairman of the good corporate governance Committee ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : MISS CHAOVANA VIWAPANACHATI CPA License No. : 4712 Accounting and Audit firm : OFFICE OF PITISEVI COMPANY LIMITED Audit End Date : 31-Dec-2025 No : 2 Auditor Name : MISS WANPEN AUNRUEN CPA License No. : 7750 Accounting and Audit firm : OFFICE OF PITISEVI COMPANY LIMITED Audit End Date : 31-Dec-2025 No : 3 Auditor Name : MISS PORNTIP AMORNCHAILERTPATTANA CPA License No. : 9589 Accounting and Audit firm : OFFICE OF PITISEVI COMPANY LIMITED Audit End Date : 31-Dec-2025 No : 4 Auditor Name : Ms. NUNTHIRA KHUNNGAM CPA License No. : 12707 Accounting and Audit firm : OFFICE OF PITISEVI COMPANY LIMITED Audit End Date : 31-Dec-2025 ______________________________________________________________________ The company hereby certifies that the information above is correct and complete. Signature _________________ ( Cdr.Suwannee Jirayangyuen ) Chief Administrative Officer 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. 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.