Date/Time 27 Feb 2025 19:10:00
Headline
Notification of the Resolutions of Board of Directors Meeting No. 1/2025 and Schedule of the 41st Annual General Meeting of Shareholders and the omission of dividend payment (Revised)
Letter No. : TPA.002/2025 Subject : Notification of the Resolutions of Board of Directors Meeting No. 1/2025 and Schedule of the 41st Annual General Meeting of Shareholders To : President The Stock Exchange of Thailand ______________________________________________________________________ Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 27-Feb-2025 Shareholder's meeting date : 23-Apr-2025 Beginning time of meeting (hh:mm) : 10 : 00 Record date for the right to attend the : 13-Mar-2025 meeting Ex-meeting date : 12-Mar-2025 Significant agenda item : - Omitted dividend payment - Changing / renewal of the term of the director(s) Venue of the meeting : via an electronic platform (E-AGM) Agenda Item : 1 Agenda Detail : To consider and adopt the minutes of the Annual General Meeting of Shareholders 2024 Type : To Consider and approve Board's Resolution : The Board deemed appropriate to propose the Minutes of the 40th Annual General Meeting of Shareholders held on April 24, 2024 for consideration of adoption by the Annual General Meeting of Shareholders. Agenda Item : 2 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 : The Board deemed appropriate to submit the Company's business performance for the year 2024 for acknowledgment of the Annual General Meeting of Shareholders. Agenda Item : 3 Agenda Detail : To consider and approve the financial statements for the year ended 31 December 2024 Type : To Consider and approve Board's Resolution : The Board deemed appropriate to propose to the Annual General Meeting of Shareholders to approve the financial statements for the fiscal year ended December 31, 2024, which were audited by the external auditor and approved by the Audit Committee and the Board of Directors. Agenda Item : 4 Agenda Detail : To consider the approval for omitted dividend payment Type : To Consider and approve Board's Resolution : The Board deemed appropriate to propose to the Annual General Meeting of Shareholders to approve the omission of profit allocation as a statutory reserve and the omission of dividend payment due to the Company's remaining retained earnings as of December 31, 2024, amounting to Baht 3,563,602. 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 : The Board (exclusive of those with interests on this matter) agreed with the proposal of the Nomination and Remuneration Committee and deemed appropriate to propose to the Annual General Meeting of Shareholders to approve re-election of the 2 directors due to complete their terms in 2025 to retain their office for another term as follows: 1) Mr. Dai Oyama 2) Dr. Surajin Tappanchai and to appoint 1 director to replace Dr. Anuphan Kitnitchiva who will be due to complete his term in 2025 as follows: 1) Ms. Ritima Jirasuradate Agenda Item : 6 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 : The Board agreed with the proposal of the Nomination and Remuneration Committee, and deemed appropriate to propose to the Annual General Meeting of Shareholders to approve the remuneration of directors for 2025 as follows: More detail : For more information regarding this agenda, please read the Full Detailed News file. Agenda Item : 7 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 : The Board agreed with the proposal of the Audit Committee, and deemed appropriate to propose to the Annual General Meeting of Shareholders to approve appointment of the external auditors for the year 2025 from EY Office Limited and The Board also proposed to the Annual General Meeting of Shareholders to approve the audit fee of the Company for the year 2025 in the amount of Baht 2,100,000 by granting the authority to the Company's directors to negotiate the audit fee with EY Office Limited until a suitable audit fee is agreed upon, and then submit the matter for approval at the 2025 Annual General Meeting of Shareholders. Agenda Item : 8 Agenda Detail : To consider and approve the amendment of the authorized directors who can sign to bind the Company. Type : To Consider and approve Board's Resolution : The Board deemed appropriate to propose to the Annual General Meeting of Shareholders to approve the amendment of the authorized directors who can sign to bind the Company as follows: "Mr. Chee Ming Tok, Mr. Surajin Tappanchai and Mr. Eiji Matsumura, any two of the three directors, jointly sign with the Company's seal affixed." ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Omitted dividend payment Date of Board resolution : 27-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. DAI OYAMA Position in company (1) : DIRECTOR Effective Date (1) : 24-Apr-2019 Position in company (2) : Member of Nomination and Remuneration Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Dr. SURAJIN TAPPANCHAI Position in company (1) : DIRECTOR Effective Date (1) : 27-Apr-2023 Position in company (2) : MANAGING DIRECTOR Effective Date (2) : 20-Apr-2023 ______________________________________________________________________ Change of director/Executive New election Director Name : Miss Ritima Jirasuradate Position in company (1) : Independent Director Effective Date (1) : 23-Apr-2025 Position in company (2) : Member of Audit Committee Effective Date (2) : 23-Apr-2025 ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : MR. PREECHA ARUNNARA CPA License No. : 5800 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2025 No : 2 Auditor Name : Miss ISARAPORN WISUTTHIYAN CPA License No. : 7480 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2025 No : 3 Auditor Name : Ms. KESSIRIN PINPUVADOL CPA License No. : 7325 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 _________________ ( Dr.Surajin Tappanchai ) Managing Director 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.