Date/Time 18 Mar 2025 06:55:00
Headline
Resolutions of the Board of Directors Meeting No. 5/2025 regarding acquisition of assets and connected transactions (changing transaction value and transaction size) and the 2025 Annual General Meeting of Shareholders (Revised)
Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 26-Feb-2025 Shareholder's meeting date : 28-Apr-2025 Beginning time of meeting (hh:mm) : 14 : 00 Record date for the right to attend the : 20-Mar-2025 meeting Ex-meeting date : 19-Mar-2025 Significant agenda item : - Cash dividend payment - Capital increase - Connected transaction - The issuance of convertible securities - 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 consider and approve the amendment of Article of the Company's Memorandum of Association to reflect the capital reduction - To amendment the company's article of association Venue of the meeting : Via electronic means Agenda Item : 1 Agenda Detail : To acknowledge the Company's operating results for the year 2024 Type : To acknowledge Agenda Item : 2 Agenda Detail : To consider and approve the Company's financial statements for the fiscal year ended 31 December 2024 Type : To Consider and approve Board's Resolution : Approved to propose to the 2025 Annual General Meeting of Shareholders (the "2025 AGM") for approval of the Company's financial statements for the fiscal year ended 31 December 2024 which were audited and certified by the auditor and reviewed by the Audit and Corporate Governance Committee. Agenda Item : 3 Agenda Detail : To consider and approve the appropriation of the net profit as a legal reserve and the dividend payment for the year 2024 Type : To Consider and approve Board's Resolution : Approved to propose to the 2025 AGM for approval of the dividend payment for the fiscal year of 2024 at Baht 0.0520 per share to the shareholders, totaling Baht 29.75 million, or equivalent to 64.64 percent of the net profit based on the separate financial statements (after deducting corporate income tax and all types of reserves required by law and the company's articles of association). The record date to determine name of shareholders who have the right to receive dividend payment will be on 20 March 2025, and the dividend payment date will be on 27 May 2025. Such dividend payment is uncertain until it is approved by the 2025 AGM. In addition, the Board of Director approved to propose to the 2025 AGM for approval of the appropriation of the net profit as a legal reserve in the amount of Baht 2,302,000 or 5% of the Company's net profit of the year 2024. Therefore, the legal reserve as at 31 December 2024 equals to Baht 12,051,326. Agenda Item : 4 Agenda Detail : To consider and approve the election of directors to replace those who are due to retire by rotation for the year 2025 Type : To consider and approve the appointment of directors Board's Resolution : Approved to propose to the 2025 AGM for approval of the election of directors to replace those who are due to retire by rotation in 2025 as follows: 1. Mr. Permpoon Krairiksh, Independent Director (Not nominating any replacement) 2. Mr. Kajohndet Sangsuban, Independent Director (Proposed for re-election for another term) 3. Mr. Prabsharan Singh Thakral, Director (Proposed for re-election for another term) Additionally, the Board of Directors has resolved to approve Mr. Kajohndet Sangsuban and Mr. Prabsharan Singh Thakral to resume their previous positions in the sub-committees, effective from 29 April 2025 and subject to the approval of the 2025 AGM for the re-election of both directors for another term; and resolved to appoint Mr. Kajohndet Sangsuban as Chairman of the Board of Directors, to replace Mr. Permpoon Krairiksh who is retiring by rotation, effective from 29 April 2025 and subject to the AGM approval for re-election. Agenda Item : 5 Agenda Detail : To consider and approve the reduction of Board size from 9 to 7 directors Type : To Consider and approve Agenda Item : 6 Agenda Detail : To consider and approve the remuneration of the Company's directors and the sub-committees for the year 2025 Type : To Consider and approve Board's Resolution : Approved to propose to the 2025 AGM for approval of the remuneration of the Company's directors and the sub-committees for the year 2025, which is equal to the remuneration in 2024. Agenda Item : 7 Agenda Detail : To consider and approve the appointment of the Company's auditor and the determination of the auditor's remuneration for the year 2025 Type : To Consider and approve Board's Resolution : Approved to propose to the 2025 AGM for approval of the appointment of auditors from EY Office Limited, the same audit firm as last year, as the Company's auditors and the determination of the auditing fee for the fiscal year ended 31 December 2025 at Baht 3,200,000 (an increase of Baht 200,000 from the preceding year) without non-audit fee, as proposed by the Audit and Corporate Governance Committee. The information of the proposed auditors is listed below. 1. Ms. Kessirin Pinpuvadol Certified Public Accountant No. 7325 2. Ms. Sirirat Sricharoensup Certified Public Accountant No. 5419 3. Ms. Watoo Kayankannavee Certified Public Accountant No. 5423 Agenda Item : 8 Agenda Detail : To consider and approve the reduction of the registered capital by Baht 193,080,568, from Baht 822,318,550 to Baht 629,237,982 by removing 193,080,568 unsold ordinary shares and the amendment of Clause 4 of the Company's Memorandum of Association to be in line with the reduction of the registered capital Type : To Consider and approve Agenda Item : 9 Agenda Detail : To consider and approve the issuance and offering of newly issued ordinary shares to be offered to the directors, executives and employees of the Company and/or its subsidiaries for the year 2025 (the "BC-ESOP 2025" program) Type : To Consider and approve Agenda Item : 10 Agenda Detail : To consider and approve the issuance and allocation of Warrants to Purchase the Newly Issued Ordinary Shares of the Company to the existing shareholders of the Company on a pro rata basis (Rights Offering) No. 3 (BC-W3) (the "BC-W3 Warrants") and To consider and approve the issuance and allocation of Warrants to Purchase the Newly Issued Ordinary Shares of the Company to the existing shareholders of the Company on a pro rata basis (Rights Offering) No. 4 (BC-W4) (the "BC-W4 Warrants") Type : To Consider and approve Agenda Item : 11 Agenda Detail : To consider and approve the increase of the registered capital by Baht 363,313,640, from Baht 629,237,982 to Baht 992,551,622 by issuing 363,313,640 new ordinary shares with a par value of Baht 1 per share and the amendment of Clause 4 of the Company's Memorandum of Association to be in line with the increase of the registered capital Type : To Consider and approve Agenda Item : 12 Agenda Detail : To consider and approve the amendment to Clause 10 of the Company's Articles of Association to align with the Public Limited Companies Act B.E. 2535 (A.D. 1992) (as amended) and related laws Type : To Consider and approve Board's Resolution : Approved to propose to the 2025 AGM to consider and approve the amendment to Clause 10. of the Company's Articles of Association to align with Section 66/1 of the Public Limited Companies Act B.E. 2535 (1992) (as amended) and the Ministerial Regulation specifying the criteria and procedures for the repurchase of shares, selling repurchased shares and the write-off of the company's repurchased shares (No. 2) B.E. 2565 (2022) issued by the Ministry of Commerce, details as follows; Existing Clause 10. The re-purchase of shares of the Company must be approved by the shareholders' meeting, except in the case that the Company has the status of a company listed on the Stock Exchange of Thailand and such re-purchase shall be no more than 10 (ten) percent of the paid-up capital. The board of directors shall have the power to approve such buyback. Proposed Amendment 10. The re-purchase of shares of the Company must be approved by the shareholders' meeting, except in the case that the Company has the status of a company listed on the Stock Exchange of Thailand and such re-purchase shall be no more than 10 (ten) percent of the total issued shares. The board of directors shall have the power to approve such re-purchase. Agenda Item : 13 Agenda Detail : To consider and approve the allocation of the Company's newly issued shares to accommodate: (1) the issuance and offering of the newly issued ordinary shares to be offered to the directors, executives and employees under the BC-ESOP 2025 program, (2) the exercise of BC-W3 Warrants, (3) the exercise of BC-W4 Warrants, and (4) the capital increase through a general mandate Type : To Consider and approve Agenda Item : 14 Agenda Detail : To consider and approve the acquisition of assets and connected transactions Type : To Consider and approve ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 26-Feb-2025 Type of dividend payment : Cash dividend payment Record date for the right to receive : 20-Mar-2025 dividends Ex-dividend date : 19-Mar-2025 Payment for : Common shareholders Cash dividend payment (baht per share) : 0.052 Par value (baht) : 1.00 Payment date : 27-May-2025 Paid from : Operating period from 01-Jan-2024 to 31-Dec-2024 ______________________________________________________________________ Change of director/Executive Expired by rotation Director Name : Mr. PERMPOON KRAIRIKSH Position in company (1) : CHAIRMAN OF THE BOARD OF DIRECTORS Effective Date (1) : 17-May-2016 Expire Date (1) : 28-Apr-2025 Position in company (2) : INDEPENDENT DIRECTOR Effective Date (2) : 27-Oct-2015 Expire Date (2) : 28-Apr-2025 Terminate Reason : Retire from office at the end of the term ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. KAJOHNDET SANGSUBAN Position in company (1) : VICE CHAIRMAN OF THE BOARD OF DIRECTORS Effective Date (1) : 27-Oct-2015 Position in company (2) : INDEPENDENT DIRECTOR Effective Date (2) : 17-May-2016 Position in company (3) : CHAIRMAN OF THE AUDIT COMMITTEE Effective Date (3) : 17-May-2016 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. PRABSHARAN SINGH THAKRAL Position in company (1) : DIRECTOR Effective Date (1) : 17-May-2016 Position in company (2) : PRESIDENT AND CEO Effective Date (2) : 17-May-2016 Position in company (3) : Member of Nomination and Remuneration Committee ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : Ms. KESSIRIN PINPUVADOL CPA License No. : 7325 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2025 No : 2 Auditor Name : MISS SIRIRAT SRICHAROENSUP CPA License No. : 5419 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2025 No : 3 Auditor Name : MISS WATOO KAYANKANNAVEE CPA License No. : 5423 Accounting and Audit firm : EY OFFICE LIMITED 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 : 191,656,820 (shares) Total of additional shares (shares) : 191,656,820 Par value (baht per share) : 1.00 Type of allocated securities : Common shares Allocated to : Employee Stock Option Program (ESOP) Number of allotted shares (shares) : 20,000,000 Subscription period : From 23-May-2025 to 23-Jan-2026 Allocated to : Reserved shares for the exercise of convertible securities Number of allotted shares (shares) : 171,656,820 ______________________________________________________________________ Issued Convertible Securities Subject : Issued convertible securities Date of Board resolution : 26-Feb-2025 Type of allocated securities : Warrants Allocate to : All common shares' shareholders Number of allotted warrants (units) : 57,218,940 Reserved shares for the exercise of : Common shares warrants Number of additional shares (shares) : 57,218,940 Ratio (Existing shares : Warrant) : 10.00 : 1.00 Record date for the right to receive warrants : 08-May-2025 Ex-rights date : 07-May-2025 Offering price (baht per unit) : 0.00 Description of warrants Warrant Symbol : BC-W3 Name of warrant : Warrants to Purchase the Newly Issued Ordinary Shares of the Company to the existing shareholders of the Company on a pro rata basis (Rights Offering) No. 3 (BC-W3) Exercise ratio (warrant : share) : 1.00 : 1.00 Exercise price (baht per share) : 1.50 Term of warrants : Not exceeding 1 year Allocate to : All common shares' shareholders Number of allotted warrants (units) : 114,437,880 Reserved shares for the exercise of : Common shares warrants Number of additional shares (shares) : 114,437,880 Ratio (Existing shares : Warrant) : 5.00 : 1.00 Record date for the right to receive warrants : 08-May-2025 Ex-rights date : 07-May-2025 Offering price (baht per unit) : 0.00 Description of warrants Warrant Symbol : BC-W4 Name of warrant : Warrants to Purchase the Newly Issued Ordinary Shares of the Company to the existing shareholders of the Company on a pro rata basis (Rights Offering) No. 4 (BC-W4) Exercise ratio (warrant : share) : 1.00 : 1.00 Exercise price (baht per share) : 2.50 Term of warrants : Not exceeding 3 years ______________________________________________________________________ Increasing Capital Subject : Issuance of Additional Shares Under a General Mandate Date of Board resolution : 26-Feb-2025 Number of additional common shares : 171,656,820 (shares) Total of additional shares (shares) : 171,656,820 Par value (baht per share) : 1.00 Type of allocated securities : Common shares Allocated to : Common shares' shareholders via Preferential Public Offering (PPO) Number of allotted shares (shares) : 114,437,880 % of Paid-Up capital as of capital : 20.00 increase BOD resolution date Allocated to : Private placement (PP) Number of allotted shares (shares) : 57,218,940 % of Paid-Up capital as of capital : 10.00 increase BOD resolution date Total shares allocated to Private : 57,218,940 Placement (Shares) ______________________________________________________________________ Connected transaction (1) To consider and approve the acquisition of land title deed No. 2051, with a total area of 22.80 square wah, located in Soi Sukhumvit 24, Khlong Tan Subdistrict, Khlong Toei District, Bangkok, from Asiatic Marketing & Trading Ltd. (2) To consider and approve the acquisition of land title deed No. 2052, with a total area of 22.60 square wah, located in Soi Sukhumvit 24, Khlong Tan Subdistrict, Khlong Toei District, Bangkok, from A.G. Nanak Ltd. (3) To consider and approve the acquisition of the entire business of BQ Development Co., Ltd. through an Entire Business Transfer ("EBT") transaction, including the land title deed No. 2053, with a total area of 345.40 square wah, located in Soi Sukhumvit 24, Khlong Tan Subdistrict, Khlong Toei District, Bangkok. Remark: The approval of all sub-items under this agenda must be granted collectively. If any sub-item is not approved, the entire transaction shall be considered disapproved and shall not proceed. ______________________________________________________________________ Acquisition or disposition of assets (1) To consider and approve the acquisition of land title deed No. 2051, with a total area of 22.80 square wah, located in Soi Sukhumvit 24, Khlong Tan Subdistrict, Khlong Toei District, Bangkok, from Asiatic Marketing & Trading Ltd. (2) To consider and approve the acquisition of land title deed No. 2052, with a total area of 22.60 square wah, located in Soi Sukhumvit 24, Khlong Tan Subdistrict, Khlong Toei District, Bangkok, from A.G. Nanak Ltd. (3) To consider and approve the acquisition of the entire business of BQ Development Co., Ltd. through an Entire Business Transfer ("EBT") transaction, including the land title deed No. 2053, with a total area of 345.40 square wah, located in Soi Sukhumvit 24, Khlong Tan Subdistrict, Khlong Toei District, Bangkok. Remark: The approval of all sub-items under this agenda must be granted collectively. If any sub-item is not approved, the entire transaction shall be considered disapproved and shall not proceed. ______________________________________________________________________ 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.