Date/Time 27 Feb 2025 12:55:00
Headline
Annual General Meeting of Shareholders 2025 (Revised)
Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 25-Feb-2025 Shareholder's meeting date : 29-Apr-2025 Beginning time of meeting (hh:mm) : 10 : 00 Record date for the right to attend the : 17-Mar-2025 meeting Ex-meeting date : 14-Mar-2025 Significant agenda item : - Omitted dividend payment - Changing / renewal of the term of the director(s) Venue of the meeting : SC Park Hotel No. 474 Praditmanutham Rd., Wang Thonglang Subdistrict, Wang Thonglang District, Bangkok Agenda Item : 1 Agenda Detail : Chairman's Report Type : To acknowledge Board's Resolution : To allow the Chairman to inform the 2025 Annual General Meeting of Shareholders (if any) Agenda Item : 2 Agenda Detail : To consider and adopt the minutes of the Annual General Meeting of Shareholders 2024 Type : To Consider and approve Board's Resolution : Board's Opinion: The Board believes that the meeting minutes were accurately and completely recorded and recommends approval. Voting: A majority vote of shareholders present and voting is required. Agenda Item : 3 Agenda Detail : To acknowledge the reports of board of directors and operating results for the year ended 31 December 2024 Type : To acknowledge Board's Resolution (Update) : Board's Opinion: The Board recommends that shareholders acknowledge the report results for the year 2024. Voting: No vote is required as this is an informational agenda. Agenda Item : 4 Agenda Detail : To consider and approve the financial statements for the year ended 31 December 2024 Type : To Consider and approve Board's Resolution : Board's Opinion: The Board of Directors recommends that the shareholders approve the financial statements and comprehensive income statement for the fiscal year ending December 31, 2024, which have been audited by the company's external auditors, reviewed by the Audit Committee, and approved by the Board of Directors. The Board and the Audit Committee have expressed their opinions in the 2024 Annual Report (Form 56-1 One Report) (in QR CODE format), which has been provided to shareholders along with the invitation to this meeting. Details are provided in "Attachment 2." Voting: This agenda requires approval by a majority vote of shareholders present and voting. Agenda Item : 5 Agenda Detail : To consider the approval for omitted dividend payment Type : To Consider and approve Board's Resolution (Update) : Board's Opinion: The Board of Directors recommends that the Annual General Meeting of Shareholders approve the decision not to pay additional dividends from the company's performance for the fiscal year ending December 31, 2024, and that this matter be presented to the 2025 Annual General Meeting for further approval. Voting: This agenda requires approval by a majority vote of shareholders present and voting. Agenda Item : 6 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 (Update) : Board's Opinion: The Board of Directors recommends that the Annual General Meeting of Shareholders approve the reappointment of the two directors who are retiring by rotation, Asst. Prof. PHUSIT WONGLORSAICHON (Ph.D) and Mr. CHAIWAT KOVITCHINDACHAI, for another term. The proposal to reappoint these directors has been reviewed by the Nomination and Remuneration Committee and approved by the Board of Directors. Therefore, after the 2025 Annual General Meeting of Shareholders approves the reappointment of these retiring directors, the Board will consist of seven members as follows: 1. Sqn.Ldr. SITA DIVARI CHAIRMAN, INDEPENDENT DIRECTOR 2. Mr. VIKIT KACHONNARONGVANICH INDEPENDENT DIRECTOR, CHAIRMAN OF THE AUDIT COMMITTEE 3. Mr. YODPHOT WONGRUKMIT INDEPENDENT DIRECTOR, AUDIT COMMITTEE 4. Asst. Prof. PHUSIT WONGLORSAICHON (Ph.D) INDEPENDENT DIRECTOR, AUDIT COMMITTEE 5. Mr. CHAIWAT KOVITCHINDACHAI CHIEF EXECUTIVE OFFICER, DIRECTOR 6. Miss NIPHA APHIRATTANARUNGRUANG DIRECTOR 7. Mr. NATTHAPHONG SUKCHAROENKRAISRI DIRECTOR Voting: This agenda requires approval by a majority vote of shareholders present and voting. Voting will be done individually for each director. Agenda Item : 7 Agenda Detail (Update) : To consider and approve the directors' remuneration for the year ended 31 December 2025 Type : To Consider and approve Board's Resolution (Update) : Board's Opinion: The Board of Directors recommends that the Annual General Meeting of Shareholders approve the proposed remuneration for the directors and sub-committees for the year 2025, as detailed in the proposal. The proposed remuneration has been reviewed by the Nomination and Remuneration Committee and approved by the Board of Directors. Voting: This agenda requires approval by a two-thirds majority of the total votes cast by shareholders present and voting. Chairman Position 2025 and 2024 (same as before) Board of Directors 40,000.- Audit Committee 30,000.- Risk Management Committee 20,000.- Nomination and Remuneration Committee 20,000.- Executive Directors - Director Position 2025 and 2024 (same as before) Board of Directors 15,000.- Audit Committee 15,000.- Risk Management Committee 15,000.- Nomination and Remuneration Committee 15,000.- Executive Directors - Agenda Item : 8 Agenda Detail (Update) : To consider and approve the appointment of auditor and fix his/her remuneration for the year ended 31 December 2025 Type : To Consider and approve Board's Resolution : Board's Opinion: The Board of Directors recommends that the Annual General Meeting of Shareholders approve the appointment of the individuals listed above from KARIN AUDIT COMPANY LIMITED. as the company's auditor for the year 2025 and approve the audit fee for 2025 in the amount of 2,000,000 THB (two million THB). In the event that the appointed auditor is unable to perform their duties,KARIN AUDIT COMPANY LIMITED. is authorized to appoint another licensed auditor from their firm to carry out the audit and provide an opinion on the company's financial statements. Voting: This agenda requires approval by a majority vote of shareholders present and voting. Agenda Item : 9 Agenda Detail : To consider other agenda Type : To Consider and approve Board's Resolution : In case shareholders wish to attend the meeting via electronic media (E-Meeting), the company requests that shareholders or their proxies submit the registration form for participating in the E-Meeting, as per "Attachment 8," along with identity verification documents, to the company by April 20, 2025, at the following emails: Phongphan@bless.co.th, Legal@bless.co.th, or IR@bless.co.th. Once the company verifies the documents and confirms the shareholder's eligibility to attend the 2024 Annual General Meeting (based on the Record Date), the company will send the username and password for accessing the E-Meeting to the shareholder's provided email address. If a shareholder is unable to attend the meeting in person and wishes to appoint someone else to attend and vote on their behalf, please use Proxy Form A or Proxy Form B. Foreign shareholders who have appointed a custodian in Thailand should use Proxy Form C, as per "Attachment 6." To protect the rights and interests of shareholders who are unable to attend and wish to appoint an independent director of the company to attend and vote on their behalf, shareholders may use Proxy Form B to appoint an independent director of the company as detailed in "Attachment 4." Shareholders are advised to study the guidelines for attending the shareholder meeting via electronic media (E-Meeting) and proxy submission, as detailed in "Attachment 7." The company will conduct the meeting in accordance with the company's regulations in Chapter 6 on shareholder meetings, as detailed in "Attachment 5." ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Omitted dividend payment Date of Board resolution : 25-Feb-2025 Omitted dividend payment from : Operating period from 01-Jan-2024 to 31-Dec-2024 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. CHAIWAT KOVITCHINDACHAI Position in company (1) : DIRECTOR Effective Date (1) : 16-May-2015 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. PHUSIT WONGLORSAICHON Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 27-Jul-2019 ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name (New) : Mr. KOMIN LINPHRACHAYA CPA License No. (New) : 3675 Accounting and Audit firm (New) : KARIN AUDIT COMPANY LIMITED Audit End Date (New) : 31-Dec-2025 No : 2 Auditor Name (New) : MR. JADESADA HUNGSAPRUEK CPA License No. (New) : 3759 Accounting and Audit firm (New) : KARIN AUDIT COMPANY LIMITED Audit End Date (New) : 31-Dec-2025 No : 3 Auditor Name (New) : MR. POJANA ASAWASONTICHAI CPA License No. (New) : 4891 Accounting and Audit firm (New) : KARIN AUDIT COMPANY LIMITED Audit End Date (New) : 31-Dec-2025 No : 4 Auditor Name (New) : MR. JIROTE SIRIROROTE CPA License No. (New) : 5113 Accounting and Audit firm (New) : KARIN AUDIT COMPANY LIMITED Audit End Date (New) : 31-Dec-2025 No : 5 Auditor Name (New) : Mr. WICHIAN PROONGPANISH CPA License No. (New) : 5851 Accounting and Audit firm (New) : KARIN AUDIT COMPANY LIMITED Audit End Date (New) : 31-Dec-2025 No : 6 Auditor Name (New) : MRS. SUMANA SENIVONGSE CPA License No. (New) : 5897 Accounting and Audit firm (New) : KARIN AUDIT COMPANY LIMITED Audit End Date (New) : 31-Dec-2025 No : 7 Auditor Name (New) : MISS KANNIKA WIPANURAT CPA License No. (New) : 7305 Accounting and Audit firm (New) : KARIN AUDIT COMPANY LIMITED Audit End Date (New) : 31-Dec-2025 No : 8 Auditor Name (New) : Mr. WORAPOL WIRIYAKULAPONG CPA License No. (New) : 11181 Accounting and Audit firm (New) : KARIN AUDIT COMPANY LIMITED Audit End Date (New) : 31-Dec-2025 No : 9 Auditor Name (New) : Ms. KOJCHAMON SUNHUAN CPA License No. (New) : 11536 Accounting and Audit firm (New) : KARIN AUDIT COMPANY LIMITED Audit End Date (New) : 31-Dec-2025 No : 10 Auditor Name (New) : Mr. SUPOJ MAHANTACHAISAKUL CPA License No. (New) : 12794 Accounting and Audit firm (New) : KARIN AUDIT COMPANY LIMITED Audit End Date (New) : 31-Dec-2025 No : 11 Auditor Name (New) : Ms. KANWARAT SAKSRIBORWORN CPA License No. (New) : 13273 Accounting and Audit firm (New) : KARIN AUDIT COMPANY LIMITED Audit End Date (New) : 31-Dec-2025 No : 12 Auditor Name (New) : Ms. BONGKOTRAT SUAMSIRI CPA License No. (New) : 13512 Accounting and Audit firm (New) : KARIN AUDIT COMPANY LIMITED Audit End Date (New) : 31-Dec-2025 No : 13 Auditor Name (New) : Mr. THANATHIT RAKSATHIANRAPHAP CPA License No. (New) : 13646 Accounting and Audit firm (New) : KARIN AUDIT COMPANY LIMITED Audit End Date (New) : 31-Dec-2025 ______________________________________________________________________ The company hereby certifies that the information above is correct and complete. Signature _________________ ( MISSNipha Aphirattanarungruang ) Board of Directors 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.