Date/Time 03 มี.ค. 2568 06:35:00

Headline

Notification of the 2025 AGM, omitted dividend payment, the Decrease of the Registered Capital by Cancelling Unissued Ordinary Shares, the Issuance and Offering Convertible Debentures to Specific Investors, the Increase of the Registered Capital

Symbol PPPM
Source PPPM
Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 28-Feb-2025 Shareholder's meeting date : 09-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 - Capital increase - The issuance of convertible securities - Changing / renewal of the term of the director(s) Venue of the meeting : Via electronic meeting. Agenda Item : 1 Agenda Detail : Acknowledge the operating performance and annual report for the year 2024 Type : To acknowledge Board's Resolution : To propose the 2025 Annual General Meeting of Shareholders should acknowledge the operating performance and the Annual Report for the year 2024. Agenda Item : 2 Agenda Detail : Consider and approve the Company's financial statements and income statement for the Year 2024, ending 31 December 2024 Type : To Consider and approve Board's Resolution : To propose the 2025 Annual General Meeting of Shareholders to consider and approve the financial statements and income statement for the period ended 31 December 2024 that reviewed and verified by the certified public accountant together with reviewing by the Audit Committee. Agenda Item : 3 Agenda Detail : Consider and approve the omission of dividend payment for the year 2024 Type : To Consider and approve Board's Resolution : To propose the 2025 Annual General Meeting of Shareholders to consider and approve the omission of dividend payment. Agenda Item : 4 Agenda Detail : 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 : To propose the 2025 Annual General Meeting of Shareholders to consider and approve the appointment of directors in replacement of those who must retire by rotation and the re-election of the following two directors for another term in their current positions, as well as their reappointment to the subcommittees: (1) Mrs. Namkang Pungthong Vice Chairman / Chairman of the Executive Committee / Nomination and Remuneration Committee (2) M.L. Phanpiengduen Sungkahapong Director / Executive Committee As for Mr.Pongsak Hematappa has decision not to seek reappointment after the completion of his term as a director. The company is currently in the process of identifying and selecting a suitable candidate to replace Mr.Pongsak Hematappa, who has decided not to seek reappointment. Details of the nominated applicants will be announced later. Agenda Item : 5 Agenda Detail : Consider and approve the remuneration of the Board of Directors and sub-committees for the year 2025 Type : To Consider and approve Board's Resolution : To propose the 2025 Annual General Meeting of Shareholders to consider and approve the remuneration of the Board of Directors and sub-committees for the year 2025 of not exceeding Baht 5,000,000 (same as the previous year), The executive director will not receive meeting allowance. Agenda Item : 6 Agenda Detail : Consider and approve the appointment of auditors for the year 2025 and determine the compensation Type : To Consider and approve Board's Resolution : To propose the 2025 Annual General Meeting of Shareholders to consider and approve the appointment of the PricewaterhouseCoopers ABAS Company Limited (PwC) to be the Company's auditor and its subsidiaries for the year 2025 and determine the compensation, total amount Baht 4,950,000 (it remains the same as last year) Agenda Item : 7 Agenda Detail : To consider and approve the decrease of the Company's registered capital by canceling the unissued ordinary shares of the Company and the amendment of Clause 4 of the Company's Memorandum of Association to reflect the reduction of the Company's registered capital Type : To Consider and approve Board's Resolution : To propose the 2025 Annual General Meeting of Shareholders to consider and approve the decrease of the Company's registered capital at the amount of 438,209,869 Baht from the existing registered capital of 1,398,737,014 Baht to the new registered capital of 960,527,145 Baht by cancelling unissued ordinary shares at the amount of 438,209,869 shares, with a par value of 1.00 Baht per share and the amendment of the Company's Memorandum of Association Article 4 to reflect the capital decrease. Agenda Item : 8 Agenda Detail : To consider and approve the issuance and offering of the Convertible Debentures by private placement Type : To Consider and approve Board's Resolution : To propose the 2025 Annual General Meeting of Shareholders to consider and approve the issuance and offering of newly issued convertible debenture of the Company ("Convertible Debentures") by determining the total offered value of, not exceeding, 100,000,000 Baht (A total of 100,000 units, each unit with a value of 1,000 Baht) to specific investors namely; (1) Advance Opportunities Fund ("AO Fund") and/or (2) Advance Opportunities Fund 1 ("AO Fund 1") and/or (3) Advance Opportunities Fund VCC ("AOF VCC") Agenda Item : 9 Agenda Detail : To consider and approve the increase of the Company's registered capital and the amendment of Clause 4 of the Company's Memorandum of Association to reflect the increase of the Company's registered capital Type : To Consider and approve Board's Resolution : To propose the 2025 Annual General Meeting of Shareholders to consider and approve the increase of the Company's registered capital by 220,000,000 Baht from the existing registered capital of 960,527,145 Baht to the new registered capital of 1,180,527,145 Baht by issuing, not exceeding, 220,000,000 newly issued ordinary shares at the par value of 1.00 Baht per share, to accommodate the conversion rights of the Convertible Debentures to the specific investor and the amendment of the Company's Memorandum of Association Article 4 to reflect the capital increase Agenda Item : 10 Agenda Detail : To consider the approval the allocation of the newly issued ordinary shares to accommodate the exercise of the Convertible Debentures issued and offered to specific investors Type : To Consider and approve Board's Resolution : To propose the 2025 Annual General Meeting of Shareholders to consider and approve the allocation of the newly issued ordinary shares, whether once or several times, not exceeding 220,000,000 shares with the par value of 1.00 Baht per share to accommodate the exercise of conversion rights of the Convertible Debentures issued and offered to specific investors namely; (1) Advance Opportunities Fund ("AO Fund") and/or (2) Advance Opportunities Fund 1 ("AO Fund 1") and/or (3) Advance Opportunities Fund VCC ("AOF VCC"), which are not connected persons to the Company in accordance to the Connected Transaction Notifications. Agenda Item : 11 Agenda Detail : To consider other agenda Type : To Consider and approve ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Omitted dividend payment Date of Board resolution : 28-Feb-2025 Omitted dividend payment from : Operating period from 01-Jan-2024 to 31-Dec-2024 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mrs. NAMKANG PUNGTHONG Position in company (1) : VICE CHAIRMAN Effective Date (1) : 14-May-2024 Position in company (2) : Chairman of the Executive Committee / Nomination and Remuneration Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : M.L. PHANPIENGDUEN SUNGKAHAPONG Position in company (1) : DIRECTOR Effective Date (1) : 22-Jul-2020 Position in company (2) : Executive Committee ______________________________________________________________________ Change of director/Executive Expired by rotation Director Name : Mr. PONGSAK HEMATAPPA Position in company (1) : DIRECTOR Effective Date (1) : 28-Apr-2023 Expire Date (1) : 09-Apr-2025 Terminate Reason : Retire from office at the end of the term ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : Miss RODJANART BANYATANANUSARD CPA License No. : 8435 Accounting and Audit firm : PRICEWATERHOUSE COOPERS ABAS LIMITED Audit End Date : 31-Dec-2025 No : 2 Auditor Name : Mr. KAN TANTHAWIRAT CPA License No. : 10456 Accounting and Audit firm : PRICEWATERHOUSE COOPERS ABAS LIMITED Audit End Date : 31-Dec-2025 No : 3 Auditor Name : MR. SA-NGA CHOKENITISAWAT CPA License No. : 11251 Accounting and Audit firm : PRICEWATERHOUSE COOPERS ABAS LIMITED Audit End Date : 31-Dec-2025 ______________________________________________________________________ Issued Convertible Securities Subject : Issued convertible securities Date of Board resolution : 28-Feb-2025 Type of allocated securities : Convertible debentures Allocate to : Private placement (PP) Person(s) receiving allotment(s) : (1) Advance Opportunities Fund ("AO Fund") and/or (2) Advance Opportunities Fund 1 ("AO Fund 1") and/or (3) Advance Opportunities Fund VCC ("AOF VCC") Number of allotted convertible : 100,000 debentures (units) Reserved shares for the exercise of : Common shares convertible debentures Number of additional shares (shares) : 220,000,000 Offering price (baht per unit) : 1,000.00 Description of convertible debentures Term of convertible debentures : 3 years after the issuance date of the Tranche 1. ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 28-Feb-2025 Number of additional common shares : 220,000,000 (shares) Total of additional shares (shares) : 220,000,000 Par value (baht per share) : 1.00 Type of allocated securities : Common shares Allocated to : Reserved shares for the exercise of convertible securities Number of allotted shares (shares) : 220,000,000 ______________________________________________________________________ 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.