Date/Time 05 Mar 2025 17:13:00

Headline

Notification of the Board of Directors' Resolutions on Dividend Payment, Capital Increase, Allocation of Newly Issued Ordinary Shares for Specific Purposes and the Schedule for the 2025 Annual General Meeting of Shareholders. (Revised)

Symbol ITTHI
Source ITTHI
Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 04-Mar-2025 Shareholder's meeting date : 22-Apr-2025 Beginning time of meeting (hh:mm) : 09 : 00 Record date for the right to attend the : 19-Mar-2025 meeting Ex-meeting date : 18-Mar-2025 Significant agenda item : - Cash dividend payment - Capital increase - Changing / renewal of the term of the director(s) - To consider and approve the amendment of Article of the Company's Memorandum of Association to reflect the capital increase Venue of the meeting : Itthirit Nice Corporation Public Company Limited No. 89/18-19, Moo 5, Phanthai Norasing Subdistrict, Mueang Samut Sakhon District, Samut Sakhon Province 74000 Agenda Item : 1 Agenda Detail : To acknowledge the Company's operating results for the year 2024 and its business plan in the future Type : To acknowledge Board's Resolution : Consider it appropriate to propose to the 2025 Annual General Meeting for its acknowledgement of the operation results of the Company during the preceding year and significant changes occurred in 2024. Agenda Item : 2 Agenda Detail : To consider and approve the financial statements for the year ended 31 December 2024 Type : To Consider and approve Board's Resolution : Consider it appropriate to propose to the 2025 Annual General Meeting of Shareholders to consider and approve the Financial Statements for the year ended December 31, 2024 which were audited and certified by the Company's certified public accountant of PriceWaterHouseCoopers ABAS Ltd. and have been endorsed by the Audit Committee and the Board of Directors. Agenda Item : 3 Agenda Detail : To consider and approve the allocation of the net profit for the fiscal year 2024 as a legal reserve and the dividend payment based on the Company's 2024 operating results. Type : To Consider and approve Board's Resolution : (1) Allocate a statutory reserve fund in the amount of 1,500,000 Baht, which accounts for 5.4% of the net profit in the financial statements for the year 2024. (2) The Board of Directors has resolved to declare an annual dividend payment for the year 2024, to be paid from retained earnings to shareholders at a rate of 0.10 Baht per share, totaling 27,000,000 Baht, representing 98.94% of the net profit year 2024, in accordance with the company's dividend payment policy. The dividend will be paid to shareholders whose names appear on the record date of March 19, 2025 (Record Date), with the payment scheduled for Tuesday, May 20, 2025. However, the granting of such rights remains uncertain, as it is subject to approval by the 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, excluding directors with conflicts of interest, has carefully and individually reviewed the qualifications of the candidates. After thorough consideration, the Board has approved the proposal of the Nomination and Compensation Committee. It was resolved to propose to the shareholders' meeting for approval the re-election of the three directors whose terms have expired, allowing them to continue serving for another term. This decision ensures continuity in management and maintains the efficiency of the Board of Directors. The nominated directors are as follows: 1. Dr.Ronnachit Mahattanapreut : Chairman of the Board, Audit Committee Member, Independent Director 2. Mr.Trisith Akkrabunyapath : Director, Risk Management Committee Member, Nomination and Compensation Committee Member, and Chief Administrative Officer 3. Mr.Thanaseth Akkrabunyapath : Director, Risk Management Committee Member, Chairman of the Executive Committee, and Chief Executive Officer Agenda Item : 5 Agenda Detail : To consider and approve the directors' remuneration for the year 2025 Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose to the shareholders' meeting for approval of the total remuneration budget not exceeding 1,000,000 Baht (one million Baht), which is an increase of 300,000 Baht (three hundred thousand Baht) from the year 2024. The allocation of directors' remuneration will be based on the responsibilities of the Board of Directors and subcommittees. For directors who also serve as executive directors and receive a fixed salary, they will not be entitled to meeting allowances. The authority to determine and allocate any gratuities to each director (if any) shall be delegated to the Executive Committee and/or the Chief Executive Officer. The Board of Directors has reviewed and approved this proposal. Agenda Item : 6 Agenda Detail : To consider and approve the appointment of auditor and fix his/her remuneration for the year 2025 Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose to the shareholders' meeting for approval of the appointment of one of the following certified public accountants from PricewaterhouseCoopers ABAS Ltd. as the company's auditor: 1. Ms. Sanicha Akarakittilap Certified Public Accountant No. 8470, or 2. Ms. Naphanuch Apichatsathien Certified Public Accountant No. 5266, or 3. Mr. Paiboon Tankul Certified Public Accountant No. 4298 as the company's auditor. In the event that any of the aforementioned auditors is unable to perform their duties, PricewaterhouseCoopers ABAS Ltd. shall appoint another certified public accountant from its firm to act as the company's auditor and express opinions on the company's financial statements. Furthermore, it is proposed to set the audit fee for the year 2025 and the quarterly financial review fee for the fiscal year 2025 at a total amount of 1,950,000 Baht (one million nine hundred fifty thousand Baht), which remains the same as in 2024, with no additional service fees. Agenda Item : 7 Agenda Detail : To Consider and approve the registered capital increase of the Company in the amount of 12,500,000 Baht, increasing the registered capital from the original 135,000,000 Baht to a new registered capital of 147,500,000 Baht, through the issuance of 25,000,000 newly issued ordinary shares with a par value of 0.50 Baht per share, to be offered through a private placement (PP) to a limited group of persons, representing 9.26 percent of the Company's paid-up capital (Revise) Type : To Consider and approve Board's Resolution : To propose to the shareholders' meeting of the Company for consideration and approval of the registered capital increase of the Company in the amount of 12,500,000 Baht, increasing the registered capital from the original 135,000,000 Baht to a new registered capital of 147,500,000 Baht, through the issuance of 25,000,000 newly issued ordinary shares with a par value of 0.50 Baht per share, to be offered through a private placement (PP) to a limited group of persons, representing 9.26 percent of the Company's paid-up capital. Agenda Item : 8 Agenda Detail : To consider and approve the amendment to Clause 4 of the company's Memorandum of Association to align with the registered capital increase. Type : To Consider and approve Board's Resolution : To propose to the shareholders' meeting for consideration and approval of the amendment to Clause 4 of the company's Memorandum of Association regarding registered capital to align with the company's capital increase. Agenda Item : 9 Agenda Detail (Update) : To consider and approve the allocation of the Company's newly issued ordinary shares, not exceeding 25,000,000 shares, with a par value of 0.50 Baht per share, to be offered through a private placement (PP) to a limited group of persons. Type : To Consider and approve Board's Resolution (Update) : To propose to the shareholders' meeting of the Company for consideration and approval of the allocation of the Company's newly issued ordinary shares, not exceeding 25,000,000 shares, with a par value of 0.50 Baht per share, to be offered through a private placement (PP) to a limited group of persons. The details are as specified in the Capital Increase Report (Form 53-4) and the information regarding the allocation of newly issued ordinary shares through a private placement (PP), totaling not exceeding 25,000,000 shares. Agenda Item (New) : 10 Agenda Detail (New) : To consider other agenda Type (New) : To Consider and approve Board's Resolution (New) : - ______________________________________________________________________ Increasing Capital Status : Canceled Reason : Due to the change in the method of capital increase to a specific-purpose capital increase. Subject : Issuance of Additional Shares Under a General Mandate Date of Board resolution : 25-Feb-2025 Number of additional common shares : 81,000,000 (shares) Total of additional shares (shares) : 81,000,000 Par value (baht per share) : 0.50 Type of allocated securities : Common shares Allocated to : All Common shares' shareholders Number of allotted shares (shares) : 54,000,000 % of Paid-Up capital as of capital : 20.00 increase BOD resolution date Allocated to : Private placement (PP) Number of allotted shares (shares) : 27,000,000 % of Paid-Up capital as of capital : 10.00 increase BOD resolution date Total shares allocated to Private : 27,000,000 Placement (Shares) ______________________________________________________________________ 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 : 19-Mar-2025 dividends Ex-dividend date : 18-Mar-2025 Payment for : Common shareholders Cash dividend payment (baht per share) : 0.10 Par value (baht) : 0.50 Payment date : 20-May-2025 Paid from : Retained Earnings ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. RONNACHIT MAHATTANAPREUT Position in company (1) : CHAIRMAN OF THE BOARD OF DIRECTORS Effective Date (1) : 08-Nov-2021 Position in company (2) : INDEPENDENT DIRECTOR Effective Date (2) : 08-Nov-2021 Position in company (3) : AUDIT COMMITTEE Effective Date (3) : 08-Nov-2021 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. TRISITH AKKRABUNYAPATH Position in company (1) : DIRECTOR Effective Date (1) : 13-Sep-1999 Position in company (2) : Risk Management Committee Member, Nomination and Compensation Committee Member, and Chief Administrative Officer ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. THANASETH AKKRABUNYAPATH Position in company (1) : DIRECTOR Effective Date (1) : 18-Jun-2018 Position in company (2) : CHIEF EXECUTIVE OFFICER Effective Date (2) : 13-Sep-1999 Position in company (3) : Risk Management Committee Member, Chairman of the Executive Committee ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : Ms. SANICHA AKARAKITTILAP CPA License No. : 8470 Accounting and Audit firm : PRICEWATERHOUSE COOPERS ABAS LIMITED Audit End Date : 31-Dec-2025 No : 2 Auditor Name : MISS NOPANUCH APICHATSATIEN CPA License No. : 5266 Accounting and Audit firm : PRICEWATERHOUSE COOPERS ABAS LIMITED Audit End Date : 31-Dec-2025 No : 3 Auditor Name : MR. PAIBOON TUNKOON CPA License No. : 4298 Accounting and Audit firm : PRICEWATERHOUSE COOPERS ABAS LIMITED Audit End Date : 31-Dec-2025 ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 04-Mar-2025 Number of additional common shares : 25,000,000 (shares) Total of additional shares (shares) : 25,000,000 Par value (baht per share) : 0.50 Type of allocated securities : Common shares Allocated to : Private placement (PP) Person(s) receiving allotment(s) : Mr. Chaiwat Phithaktum Number of allotted shares (shares) : 15,000,000 % of Paid Up Capital after capital : 5.08 increase Subscription price (baht per share) : 1.40 Allocated to : Private placement (PP) Person(s) receiving allotment(s) : Mr. Phurit Wongkham Number of allotted shares (shares) : 10,000,000 % of Paid Up Capital after capital : 3.39 increase Subscription price (baht per share) : 1.40 Subscription period : From 23-Apr-2025 to 22-Jun-2025 Total shares allocated to Private : 25,000,000 Placement (Shares) ______________________________________________________________________ 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. 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