Date/Time 17 มี.ค. 2568 07:33:00
Headline
Capital Increase in Sub,Cancel ofJV establishment,Executive Appoint,Change Executive Titles,Revise ORG,Increasing BOD,changes in Authorized Directors,Increase of Registered Capital for Offering throughPP RPT,Determination 2025 AGM(Revisedagenda5,8)
Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 26-Feb-2025 Shareholder's meeting date : 18-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 - Capital increase - Connected transaction - 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 - To amendment the company's objectives Venue of the meeting : E-AGM Agenda Item : 1 Agenda Detail : To adopt the Minutes of the 2024 Annual General Meeting of Shareholders held on 19 April 2024. Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose to the Annual General Meeting of Shareholders to adopt the minutes of the Annual General Meeting of Shareholders for the Year 2024. Agenda Item : 2 Agenda Detail : To consider and acknowledge the performance of the Company's business operations for the year 2024 ended 31 December 2024. Type : To acknowledge Board's Resolution : It is deemed appropriate to inform the operating results of the Company for the year 2024 to the shareholders' meeting for their acknowledgement. Agenda Item : 3 Agenda Detail : To consider and approve the statements of financial position and statements of comprehensive income for the year ended 31 December 2024. Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose to the Annual General Meeting of Shareholders to consider and approve the statements of financial position and statements of comprehensive income for the year ended 31 December 2024. Agenda Item : 4 Agenda Detail : To consider and approve the suspension on profit allocation to legal reserve and suspension of dividend payment for the year 2024. Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose to the Annual General Meeting of Shareholders to consider and approve the suspension on profit allocation to legal reserve and suspension of dividend payment for the year 2024. Agenda Item : 5 Agenda Detail : To consider and approve the nomination of directors to replace directors who retire by rotation. Type : To consider and approve the appointment of directors Board's Resolution : It is deemed appropriate to propose to the Annual General Meeting of Shareholders to consider and approve the nomination of directors to replace directors who retire by rotation. Agenda Item : 6 Agenda Detail : To consider and approve the Director's remuneration for the year 2025. Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose to the Annual General Meeting of Shareholders to consider and approve the Director's remuneration for the year 2025. Agenda Item : 7 Agenda Detail : To consider and approve the appointment of the auditor and to determine the audit remuneration for the year 2025. Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose to the Annual General Meeting of Shareholders to consider and approve the appointment of the auditor and to determine the audit remuneration for the year 2025. Agenda Item : 8 Agenda Detail : To consider and approve the increase in the number of directors from 8 to 9 persons by appointing a new director and amendment of the director's authority. Type : To consider and approve the appointment of directors Board's Resolution : It is deemed appropriate to propose to the Annual General Meeting of Shareholders to consider and approve the increase in the number of directors from 8 to 9 persons by appointing a new director and amendment of the director's authority. Agenda Item : 9 Agenda Detail : To consider and approve the addition to the Company's objectives and the amendment of the Company's Memorandum of Association Clause 3. to be in line with the addition to the Company's objectives. Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose to the Annual General Meeting of Shareholders to consider and approve the addition to the Company's objectives and the amendment of the Company's Memorandum of Association Clause 3. to be in line with the addition to the Company's objectives. Agenda Item : 10 Agenda Detail : To consider and approve the increase of registered capital of the Company Type : To Consider and approve Agenda Item : 11 Agenda Detail : Consider and approve the amendment of Article of the Company's Memorandum of Association to reflect the capital increase Type : To Consider and approve Agenda Item : 12 Agenda Detail : To consider and approve the allocation of the newly issued ordinary shares of the Company to offer through Private Placement, which is a Connected Transaction. Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose to the Annual General Meeting of Shareholders to consider and approve the allocation of the newly issued ordinary shares of the Company to offer through Private Placement, which is a Connected Transaction. Agenda Item : 13 Agenda Detail : To consider other matters (if any) Type : To Consider and approve ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Omitted dividend payment Date of Board resolution : 26-Feb-2025 Omitted dividend payment from : Operating period from 01-Jan-2024 to 31-Dec-2024 ______________________________________________________________________ Change of director/Executive Status : Canceled Reason : resignation letter from the Company's Director The resignation will be effec-tive from 4 March 2025 Re-election Director Name : Mrs. RAVIPA KOEKKAIVAN Position in company (1) : DIRECTOR Effective Date (1) : 22-Feb-2023 Position in company (2) : Risk Management Committee / Corporate Governance and Sustainable Committee / Management Committee ______________________________________________________________________ Change of director/Executive New election Director Name : MR. Tirawit Disphanurat Position in company (1) : Board of Director Effective Date (1) : 18-Apr-2025 Position in company (2) : Risk Committee / CG and Sustainable Committee / Management Committee Effective Date (2) : 18-Apr-2025 ______________________________________________________________________ Change of director/Executive Re-election Director Name : RAdm. PATTANA PIBULTIP Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 18-Dec-2023 Position in company (2) : AUDIT COMMITTEE Effective Date (2) : 18-Dec-2023 Position in company (3) : Risk Management Committee / Chairman of Corporate Governance Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. PARNKORN KIRATIVARASEDT Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 28-Apr-2023 Position in company (2) : AUDIT COMMITTEE Effective Date (2) : 28-Apr-2023 Position in company (3) : Chairman of Risk Management Committee / Chairman of Nomination and Remuneration Committee / Corporate Governance and Sustainable Committee ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : MR. NOPPAROEK PISSANUWONG CPA License No. : 7764 Accounting and Audit firm : D I A INTERNATIONAL AUDIT CO.,LTD. Audit End Date : 31-Dec-2025 No : 2 Auditor Name : Ms. RAVEWAN CHUENCHOM CPA License No. : 7487 Accounting and Audit firm : D I A INTERNATIONAL AUDIT CO.,LTD. Audit End Date : 31-Dec-2025 No : 3 Auditor Name : Mr. WIROTE SATJATHAMNUKUL CPA License No. : 5128 Accounting and Audit firm : D I A INTERNATIONAL AUDIT CO.,LTD. Audit End Date : 31-Dec-2025 No : 4 Auditor Name : MRS. SUVIMOL KRITTAYAKIERN CPA License No. : 2982 Accounting and Audit firm : D I A INTERNATIONAL AUDIT CO.,LTD. Audit End Date : 31-Dec-2025 ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 26-Feb-2025 Number of additional common shares : 166,000,000 (shares) Total of additional shares (shares) : 166,000,000 Par value (baht per share) : 0.25 Type of allocated securities : Common shares Allocated to : Private placement (PP) Person(s) receiving allotment(s) : Mr. Pornthep Vichaikul Number of allotted shares (shares) : 100,000,000 % of Paid Up Capital after capital : 14.40 increase Subscription price (baht per share) : 0.32 Allocated to : Private placement (PP) Person(s) receiving allotment(s) : Mrs. Pranee Vichaikul Number of allotted shares (shares) : 66,000,000 % of Paid Up Capital after capital : 9.51 increase Subscription price (baht per share) : 0.32 Total shares allocated to Private : 166,000,000 Placement (Shares) ______________________________________________________________________ Connected transaction The allocation of the newly issued ordinary shares of the Company to offer through Private Placement, which is a Connected Transaction. ______________________________________________________________________ More detail : E - AGM ______________________________________________________________________ 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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