Date/Time 26 Feb 2025 08:31:00
Headline
Resolution of the Board of Directors' Meeting regarding approving the dividend payment and special dividend and the 2024 Annual General Meeting of Shareholders 2025 through electronic media ("E-AGM") (Revised)
Letter No. : MEB CS 02/2025 Subject : Resolution of the Board of Directors' Meeting regarding approving the dividend payment and special dividend and the 2024 Annual General Meeting of Shareholders 2025 through electronic media ("E-AGM") To : The President of the Stock Exchange of Thailand ______________________________________________________________________ Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 25-Feb-2025 Shareholder's meeting date : 22-Apr-2025 Beginning time of meeting (hh:mm) : 10 : 00 Record date for the right to attend the : 11-Mar-2025 meeting Ex-meeting date : 10-Mar-2025 Significant agenda item : - Cash dividend payment - Changing / renewal of the term of the director(s) Venue of the meeting : Electronic Meeting Agenda Item : 1 Agenda Detail : Acknowledgement of the Company's 2024 performance Type : To acknowledge Board's Resolution : The Board recommends the Meeting to consider and acknowledge the Company's 2024 performance. Agenda Item : 2 Agenda Detail : Approval of the audited financial statements for the year ended 31 December 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 31 December 2024, reviewed by the Audit Committee and the Board of Directors, and audited by the external auditor who expressed unqualified opinions. Agenda Item : 3 Agenda Detail : Approval of the profit allocation of funds as legal reserves and dividend payment for 2024 performance and special dividend payment Type : To Consider and approve Board's Resolution : The Board recommends the Meeting consider and approve as follows: 1) Acknowledge that as of 31 December 2024, the Company has already set aside legal reserve at the amount required by law of THB 15,000,000. 2) Approval of the dividend payment for 2024 performance at THB 0.75 per share, totaling to THB 225,000,000 which is in line with the Company's dividend payment policy and approval of the special dividend payment of 0.35 baht per share, totaling THB 105,000,000. The Record Date for the right to receive dividend would fall on 29 April 2025, and the dividend would be paid on 20 May 2025. However, the right to receive dividend is not confirmed until being approved by the Annual General Meeting of Shareholders 2025. Agenda Item : 4 Agenda Detail : Approval of the appointment of directors in place of those retired by rotation in 2025 Type : To consider and approve the appointment of directors Board's Resolution : The Board (excluding those retired by rotation at 2025 AGM) considered and agreed with the proposal made by the Nomination and Remuneration Committee to recommends the Shareholders' Meeting re-appoint all 4 retiring directors to retain office for another term as follows: 1. Mr. Piya Nguiakaramahawongse 2. Mr. Kittipong Saelim 3. Mr. Krit Pattamaroj and 4. Mr. Khemajit Choomwattana To ensure the continuity in carrying out duties, when the aforementioned directors have been appointed by the Shareholders Meeting for another term, it may be appropriate to reappoint those directors who have been re-elected to serve as the Chairman of the sub-committees and as members of sub-committees to continue in another term. Agenda Item : 5 Agenda Detail : Approval of the remuneration for the Board of Directors for 2025 Type : To Consider and approve Board's Resolution : The Board considered and agreed with the proposal made by the Nomination and Remuneration Committee to recommend the Meeting to approve the remuneration for the Board of Directors for 2025 at the same rate as last year in the amount of not exceeding THB 4,000,000. Agenda Item : 6 Agenda Detail : Approval of the appointment of the external auditors and determination of the audit fees for the year 2025 Type : To Consider and approve Board's Resolution : The Board recommends the Meeting to consider and approve the appointment of 1.Ms. Sukhumaporn Wong-ariyaporn Certified Public Accountant No. 4843 or 2. Ms. Wanvimol Preechawat Certified Public Accountant No. 9548 or 3. Ms. Tithinun Vankeo Certified Public Accountant No. 9432 any of these officers from PricewaterhouseCoopers ABAS Limited (PwC) be external auditor to the Company for 2025 and to approve audit fee for the audit of 2025 financial statements and the review of quarterly financial statements totaling THB 1,200,000, excluding non-audit fee, and acknowledge the 2025 audit fee of subsidiaries totaling THB 240,000. Incidentally, in the event that any of the above auditors is unable to perform their duties in auditing and expressing an opinion on the Company's financial statements for the year 2025, PricewaterhouseCoopers ABAS Limited may provide another certified public accountant who has been approved by the SEC Office from PricewaterhouseCoopers ABAS Limited to act as the Company's auditor instead. Agenda Item : 7 Agenda Detail : Other matters (If any) Type : To Consider and approve ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 25-Feb-2025 Type of dividend payment : Cash dividend payment Record date for the right to receive : 29-Apr-2025 dividends Ex-dividend date : 28-Apr-2025 Payment for : Common shareholders Cash dividend payment (baht per share) : 0.75 Special dividend (baht per share) : 0.35 Par value (baht) : 0.50 Payment date : 20-May-2025 Paid from (Update) : Operating period from 01-Jan-2024 to 31-Dec-2024 Remark : Due to the current uncertainty situation of the Thai stock market which has affected a wide range of investors, including the Company's shareholders. The Company is aware of such impacts therefore, the Board has resolved to approve the announcement of the annual dividend payment for the operating results of 2024 at the rate of 0.75 baht per share, totaling THB 225,000,000 and a special dividend of 0.35 baht per share, totaling THB 105,000,000. The dividends will be paid to shareholders during 2025. However, the right to receive dividend is not confirmed until being approved by the Annual General Meeting of Shareholders 2025. ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. PIYA NGUIAKARAMAHAWONGSE Position in company (1) : CHAIRMAN OF THE BOARD Effective Date (1) : 25-Feb-2022 Position in company (2) : Director of Nomination and Remuneration Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. KITTIPONG SAELIM Position in company (1) : DIRECTOR Effective Date (1) : 14-Feb-2014 Position in company (2) : Director of Risk Management Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. KRIT PATTAMAROJ Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 15-Mar-2022 Position in company (2) : AUDIT COMMITTEE Effective Date (2) : 15-Mar-2022 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. KHEMAJIT CHOOMWATTANA Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 15-Mar-2022 Position in company (2) : AUDIT COMMITTEE Effective Date (2) : 15-Mar-2022 ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : MISS SUKHUMAPORN WONG-ARIYAPORN CPA License No. : 4843 Accounting and Audit firm : PRICEWATERHOUSE COOPERS ABAS LIMITED Audit End Date : 31-Dec-2025 No : 2 Auditor Name : MISS WANVIMOL PREECHAWAT CPA License No. : 9548 Accounting and Audit firm : PRICEWATERHOUSE COOPERS ABAS LIMITED Audit End Date : 31-Dec-2025 No : 3 Auditor Name : Ms. THITINUN WAENKAEW CPA License No. : 9432 Accounting and Audit firm : PRICEWATERHOUSE COOPERS ABAS LIMITED Audit End Date : 31-Dec-2025 ______________________________________________________________________ More detail : The Board of Directors approved to appoint Chief Executive Officer and/or the authorized person, to have the approval authority under the limitation of laws to amend the date, time, venue, method, and agenda and details of the Shareholders' Meeting. In this regard, the Company has invited shareholders to propose agenda and nominate directors in advance via the Company's website from 29 November 2024 to 15 January 2025 which none of shareholders proposed agenda or nominate directors to the Company. The Company will inform shareholders of the Meeting details along with the invitation letter for the 2025 Annual General Meeting of Shareholders or via the Company's website at www.meb.co.th. ______________________________________________________________________ The company hereby certifies that the information above is correct and complete. Signature _________________ ( Mr.Phanthep Luengwiriya ) Company Secretary 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.