Date/Time 12 มี.ค. 2568 13:00:00
Headline
Notice of Resolutions of the Board of Directors Regarding the Determination of the Date for the Annual General Meeting of Shareholders for the Year 2025 and the Suspension of Dividend Payments (Revised)
Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 24-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 : 27-Mar-2025 meeting Ex-meeting date : 26-Mar-2025 Significant agenda item (Update) : - Omitted dividend payment - Capital increase - The issuance of convertible securities - Changing / renewal of the term of the director(s) Venue of the meeting : Electronics Meeting Agenda Item : 1 Agenda Detail : To acknowledge the minutes of the Extra Ordinary Annual General Meeting of Shareholders No.1/2025 Type : To acknowledge Board's Resolution : The Board of Directors has reviewed and concluded that the minutes of the Extraordinary General Meeting of Shareholders No. 1/2025, held on January 22, 2025, have been accurately recorded in accordance with the resolutions passed at the meeting. Consequently, the Board deems it appropriate to propose that the Shareholders' Meeting acknowledge the minutes of the aforementioned meeting. 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 of Directors deems it appropriate to propose to the Shareholders' Meeting to acknowledge the report of the Board of Directors regarding the Company's performance for the year 2024. 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 of Directors deems it appropriate to propose the Annual General Meeting of Shareholders for the year 2025 to consider approving the financial statements of the Company for the year 2024, ended December 31, 2024, which have been audited by a certified auditor and considered by the Audit Committee. Agenda Item : 4 Agenda Detail : To consider and approve the allocation of net profit as a legal reserve and the omission of dividend payments. Type : To Consider and approve Board's Resolution : The Board of Directors deems it appropriate to propose to the Shareholders' Meeting to consider approving the allocation of the net profit for the year 2024 as a legal reserve in the amount of 5,366,696 Baht and to approve the omission of dividend payments. 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 of Directors deems it appropriate to propose to the Shareholders' Meeting to consider approving the election of the three directors who are retiring by rotation to continue serving in their respective positions for another term. The proposal for the re-election of the retiring directors has undergone a thorough review by the Nomination and Remuneration Committee and has been approved by the Board of Directors. Agenda Item : 6 Agenda Detail : To consider and approve the increase in the number of directors and the appointment of new directors. Type : To Consider and approve Board's Resolution : The Board of Directors deems it appropriate to propose to the Shareholders' Meeting to consider approving the increase in the number of directors from the current 8 to 11. It is proposed to appoint Mr. Sutep Dechrugsa , Mr. Thanasak Chanyapoon, and Mr. Chetawan Anuntasomboon as Independent Directors of the Company, as they meet all the qualifications under the Public Company Limited Act B.E. 2535. They possess the knowledge, skills, and experience that would be beneficial to the operations of the Company and contribute to its future development. Agenda Item : 7 Agenda Detail : To approve the determination of the directors' remuneration for the year 2025. Type : To Consider and approve Board's Resolution : The Board of Directors deems it appropriate to propose to the Shareholders' Meeting to consider approving the determination of the directors' remuneration for the year 2025. The proposed remuneration has undergone a thorough review by the Nomination and Remuneration Committee and has been approved by the Board of Directors. Agenda Item : 8 Agenda Detail : To approve the appointment of auditors and the determination of their remuneration for the year 2025. Type : To Consider and approve Board's Resolution : The Board of Directors deems it appropriate to the Shareholders' Meeting to consider approving the appointment of the auditors from EY Office Limited as the auditors of the Company for the year 2025 and the annual audit fee has been determined under the approval of the Audit Committee. Agenda Item (New) : 9 Agenda Detail (New) : To consider and approve the reduction of the registered capital and the amendment of Clause 4 of the Company's Memorandum of Association. Type (New) : To Consider and approve Board's Resolution (New) : The Board of Directors deems it appropriate to propose for the shareholders' consideration and approval the reduction of the registered capital from 997,840,729 THB to 974,014,010 THB by cancelling 23,826,719 unissued shares with a par value of 1 THB per share. It is further proposed that the Shareholders' Meeting consider and approve the amendment of Clause 4 of the Company's Memorandum of Association to be consistent with this reduction of registered capital. Agenda Item (New) : 10 Agenda Detail (New) : To consider and approve the issuance and allocation of the Warrants to Purchase Ordinary Shares of the Company No. 3 (PROUD-W3) to the existing shareholders in proportion to their shareholdings. Type (New) : To Consider and approve Board's Resolution (New) : The Board of Directors deems it appropriate to propose for the shareholders' consideration and approval the issuance and allocation of up to 243,503,502 units of Warrants to Purchase Ordinary Shares of Proud Real Estate Public Company Limited No. 3 ("PROUD-W3" or the "Warrants") (equivalent to 25% of the Company's paid-up capital as of the date of the Board of Directors' Meeting No. 4/2025 held on March 12, 2025) to the Company's existing shareholders in proportion to their respective shareholdings (Right Offering), free of charge (at zero Baht). The allocation ratio is 4 existing ordinary shares per 1 Warrant (with any fractional Warrants arising from such calculation to be discarded). The Warrants shall have a term of 3 years from the issuance date, an exercise ratio of 1 Warrant per 1 ordinary share, and an exercise price of 2 THB per share (subject to adjustment in certain circumstances). In this regard, the Company has set May 2, 2025, as the record date for determining the shareholders entitled to receive the Warrants. However, such entitlement remains uncertain as it is subject to approval by the Meeting of Shareholders.' In addition, The Board of Directors and/or the Executive Committee and/or the Chief Executive Officer and/or the Chief Financial Officer are authorized to determine and amend the criteria, conditions, and details regarding the issuance and allocation of the warrants as they deem appropriate and within the legal authority granted. This includes, but is not limited to, the date of offering the Warrants, and any necessary and appropriate actions related to the issuance and offering of the Warrants. This may involve, but is not limited to, contacting, preparing, signing, certifying, or delivering any documents necessary or related to the issuance and offering of the Warrants, as well as registering the Warrants as securities on the stock exchange, applying for approvals from relevant authorities, and appointing authorized representatives, among other related matters. Agenda Item (New) : 11 Agenda Detail (New) : To consider and approve the increase of the registered capital and the amendment of Clause 4 of the Company's Memorandum of Association. Type (New) : To Consider and approve Board's Resolution (New) : The Board of Directors deems it appropriate to propose for the shareholders' consideration and approval the increase of the Company's registered capital by 243,503,502 THB, from the existing registered capital of 974,014,010 THB to 1,217,517,512 THB, through the issuance of 243,503,502 newly issued ordinary shares with a par value of 1THB per share. The newly issued ordinary shares will accommodate the exercise of up to 243,503,502 units of the Warrants to Purchase Ordinary Shares of the Company No. 3 (PROUD-W3). It is further proposed that the Shareholders' Meeting consider and approve the amendment of Clause 4 of the Company's Memorandum of Association to be consistent with this increase of registered capital. Agenda Item (New) : 12 Agenda Detail (New) : To consider and approve the allocation of the newly issued ordinary shares of the Company to accommodate the exercise of the Warrants to Purchase Ordinary Shares of the Company No. 3 (PROUD-W3). Type (New) : To Consider and approve Board's Resolution (New) : The Board of Directors deems it appropriate to propose for the shareholders' consideration and approval the allocation of up to 243,503,502 newly issued ordinary shares (equivalent to 25% of the Company's paid-up capital as of the date of the Board of Directors' Meeting No. 4/2025, held on March 12, 2025), with a par value of 1 THB per share, to accommodate the exercise of up to 243,503,502 units of Warrants to Purchase Ordinary Shares of the Company No. 3 (PROUD-W3). The Warrants are to be allocated to the existing shareholders of the Company in proportion to their respective shareholdings (Right Offering), free of charge (at zero Baht). The allocation ratio is 4 existing ordinary shares per 1 Warrant (with any fractional Warrants arising from such calculation to be discarded). The Warrants shall have a term of 3 years from the issuance date, an exercise ratio of 1 Warrant per 1 ordinary share, and an exercise price of 2 THB per share (subject to adjustment in certain circumstances). ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Omitted dividend payment Date of Board resolution : 24-Feb-2025 Omitted dividend payment from : Operating period from 01-Jan-2024 to 31-Dec-2024 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Miss PROUDPUTH LIPTAPANLOP Position in company (1) : DIRECTOR Effective Date (1) : 13-May-2019 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. PUMIPAT SINACHAROEN Position in company (1) : DIRECTOR Effective Date (1) : 01-Jan-2021 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. DAN SORNMANI Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 23-Feb-2021 ______________________________________________________________________ Change of director/Executive New election Director Name : Mr. CHETAWAN ANUNTASOMBOON Position in company (1) : Independent Director Effective Date (1) : 23-Apr-2025 ______________________________________________________________________ Change of director/Executive New election Director Name : Mr. THANASAK CHANYAPOON Position in company (1) : Independent Director Effective Date (1) : 23-Apr-2025 ______________________________________________________________________ Change of director/Executive New election Director Name : POL. GEN. SUTEP DECHRUGSA Position in company (1) : Independent Director Effective Date (1) : 23-Apr-2025 ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : Mr. PIYA CHAIPRUCKMALAKARN CPA License No. : 7544 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2025 No : 2 Auditor Name : MISS SATIDA RATANANURAK CPA License No. : 4753 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2025 No : 3 Auditor Name : Mr. SAMRAN TAENGCHAM CPA License No. : 8021 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2025 No : 4 Auditor Name : Mr. CHAWALIT CHALUAYAMPORNBUT CPA License No. : 8881 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2025 No : 5 Auditor Name : Mr. SOMSAK CHIRATDHITIAMPHYVONG CPA License No. : 8874 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2025 ______________________________________________________________________ Issued Convertible Securities Subject : Issued convertible securities Date of Board resolution : 12-Mar-2025 Type of allocated securities : Warrants Allocate to : All common shares' shareholders Number of allotted warrants (units) : 243,503,502 Reserved shares for the exercise of : Common shares warrants Number of additional shares (shares) : 243,503,502 Ratio (Existing shares : Warrant) : 4.00 : 1.00 Record date for the right to receive warrants : 02-May-2025 Ex-rights date : 30-Apr-2025 Offering price (baht per unit) : 0.00 Description of warrants Warrant Symbol : PROUD-W3 Name of warrant : Warrants to Purchase Ordinary Shares of Proud Real Estate Public Company Limited No. 3 Exercise ratio (warrant : share) : 4.00 : 1.00 Exercise price (baht per share) : 2.00 Term of warrants : 3 Years ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 12-Mar-2025 Number of additional common shares : 243,503,502 (shares) Total of additional shares (shares) : 243,503,502 Par value (baht per share) : 1.00 Type of allocated securities : Common shares Allocated to : All Common shares' shareholders Number of allotted shares (shares) : 243,503,502 Ratio (Old : New) : 4.00 : 1.00 Subscription price (baht per share) : 2.00 Record date for the right to : 02-May-2025 subscribe additional shares Ex-Rights Date (XR) : 30-Apr-2025 ______________________________________________________________________ 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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