Date/Time 24 Mar 2025 19:27:00
Headline
Dividend Payment, Schedule, and Agenda for the 32nd Annual General Meeting of Shareholders (the Year 2025) via Electronic Meeting (e-Meeting) and the Agenda (Additional Opinion of the Board) (Revised)
Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 19-Feb-2025 Shareholder's meeting date : 04-Apr-2025 Beginning time of meeting (hh:mm) : 14 : 00 Record date for the right to attend the : 13-Mar-2025 meeting Ex-meeting date : 12-Mar-2025 Significant agenda item : - Cash dividend payment - Changing / renewal of the term of the director(s) - To amendment the company's article of association Venue of the meeting : Via Electronic Meeting Agenda Item : 1 Agenda Detail : To acknowledge the Board of Directors' annual report Type : To acknowledge Board's Resolution : The General Meeting should acknowledge the Board of Directors' annual report. The financial figures and other details are disclosed in 2024 Form 56-1 One Report. Agenda Item : 2 Agenda Detail : To consider and approve the Financial Statement for the year ending 31st December 2024 Type : To Consider and approve Board's Resolution : The General Meeting should approve the Financial Statement for the year ending 31st December 2024 as submitted by the Board, which has already been certified by the Bank's auditor and has been considered by the Audit Committee. Agenda Item : 3 Agenda Detail : To consider and approve the appropriation of the 2024 net profit and dividend payment Type : To Consider and approve Board's Resolution : The General Meeting should approve the appropriation of the 2024 net profit and dividend payment as follows: 3.1) The allocation of 2024 net profit, Bank has no need to allocate profit as the legal reserve by the Bank's Articles of Association and the Public Limited Companies Act B.E.2535 (1992) and its amendment as the Bank's legal reserve has completely reached the amount required. 3.2) Dividend payment from 2024 business results Preferred Share Dividends (Baht 1.6995 per share) as Baht 9.35 million Ordinary Share Dividends (Baht 1.5450 per share) as Baht 21,593.01 million The dividend payment, as abovementioned, was paid from the retained profit that the Bank paid tax at the rate of 20 percent; an individual shareholder may apply for a tax credit on the dividend at the rate of 20/80 of the amount of the dividend received which the Bank has gathered the Record Date on which shareholders have the right to receive the dividend on Thursday, 17th April 2025. The dividend payment shall be made on Friday, 2nd May 2025. Agenda Item : 4 Agenda Detail : To consider and approve the Directors' remuneration Type : To Consider and approve Board's Resolution : The Board of Directors has defined the policies and the rule of the directors' remuneration and the committees' remuneration by the structural criteria and rate of the directors' remuneration comparison. Inclusively, the Bank also considered the appropriateness of the duties and responsibilities of the Board of Directors that are important in bank supervision and also promotes efficiency and creates the Board of Directors' s motivation, leading the organization to achieve both short-term and long-term goals. Thus, the remuneration shall be in line with the peer-listed companies in the Stock Exchange of Thailand and commercial banks, which are already considered by the Nomination and Remuneration Committee. The General Meeting should approve the 2025 Directors' remuneration ; same rate as 2024, and Directors gruatuity as follows: 4.1) Directors' remuneration for the year 2025 The details of the rules and Directors' remuneration for the year 2025 are as follows: Directors' Remuneration 2025 1. Monthly Remuneration (according to the tenure) - Chairman of the Board of Directors Bt 160,000 / month - Director of the Bank Bt 80,000 / month 2. Meeting Honorarium 2.1 The Board of Directors (For the directors who attend the meeting not more than 20 times per year) - Chairman Bt 75,000 / meeting - Director of the Bank Bt 60,000 / meeting 2.2 For each committees, the Labor Relations Committee, the Subcommittee, or other committees (Total not more than 2 committees and each, not over 12 times per year, except for the Executive Committee. and the Audit Committee in not more than 20 times per year - Chairman Bt 37,500 / meeting - Director Bt 30,000 / meeting Remark (1) The meeting honorarium will be paid only to the Directors who attend the meeting. (2) If other Directors who are not the Bank's personnel attend the meeting, the Bank will pay the meeting honorarium at the same rate. Hence, the meeting attendance shall not exceed a total of 2 committees and each not over 12 times per year 4.2) Directors' gratuity for the year 2024 The General Meeting should approve the 2024 Directors' gratuity in the amount of Baht 84.67 million to proper with the responsibilities and workloads, and corresponding with the dividend payment as peer-listed companies and commercial banks. The allocation of gratuity should be at the Board's discretion. Agenda Item : 5 Agenda Detail : To consider the election of Directors to replace those who are retiring upon completion of their terms of office Type : To consider and approve the appointment of directors Board's Resolution (Update) : At this Meeting, four Directors completing their terms of office comprised Mr.Lavaron Sangsnit, Mr.Pinsai Suraswadi, Mr.Vichai Assarasakorn and Ms.Jiraphon Kawswat. The Board of Directors (exclusive of directors who have been nominated for re-election as directors), the General Meeting should elect Mr.Lavaron Sangsnit and Mr.Pinsai Suraswadi to be Director for another term and elect Mrs.Phongsaward Neelayodhin and Mr.Anan Kaewkumnoed to be Director and Independent Director. Agenda Item : 6 Agenda Detail : To consider the election of the Bank's auditor and fix the audit fee Type : To Consider and approve Board's Resolution : The Board of Directors and the Audit Committee agreed that the auditors from EY Company Limited have experience and proficiency, which is accepted by international standards, and the audit fee is appropriate for the scope of the audit. Therefore, the Board of Directors proposed to the meeting to appoint: 1. Ms.Somjai Khunapasut, Certified Public Accountant (Thailand) No.4499 or 2. Ms.Wanwilai Phetsang, Certified Public Accountant (Thailand) No.5315 or 3. Ms. Ratchada Yongsawatwanich, Certified Public Accountant (Thailand) No. 4951 EY Company Limited is the Bank's auditor for the year 2025 and fix the audit fee for both domestic and foreign branches value totalled Baht 30 million. This increased by 4.0 percent from the previous year, reflecting the increased burden on auditors due to the improvement of accounting and financial systems, relevant processes included the internal control of the Bank to increase operational efficiency. In addition, the Bank would like to report the audit fees of the 13 Bank's subsidiaries in 2025, the total amount was Baht 9.9 million which, combined with the audit fees of both domestic and foreign branches, the totals Baht 39.9 million. Agenda Item : 7 Agenda Detail : To consider and approve the amendment of the Article of Association of the Bank and the Clause 10. Type : To Consider and approve Board's Resolution : The General Meeting should approve the amendment of the Article of Association : Chapter 2 Shares and Shareholders in a part of the share repurchase in Clause 10; the text of paragraph 2 and paragraph 3, the added information implies as follows : "However, the Company may repurchase shares, dispose of the repurchased shares, or reduce the capital of the repurchased shares by the writing off the registered repurchase shares and unissued in accordance with the rules and procedures prescribed by law. The repurchase of shares must be approved by the shareholders' meeting, In cases where the Company repurchases shares in an amount not exceeding 10 percent of the paid-up capital at a time, in which case the Board of Directors shall have the authority to approve the repurchase of shares." This will be a financial instrument to support the Bank's business management in the future. In order to register the amendment of the Bank's Articles of Association with the Department of Business Development, Ministry of Commerce, the person that the Board of Directors or authorized director have assigned shall have the authority to amend the text/content in the documents related to the registration for the completeness and the compliance with the laws, rules, regulations and interpretations of the relevant regulatory agencies or the order of the registrar. Agenda Item : 8 Agenda Detail : Other business (If any) Type : To Consider and approve ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 19-Feb-2025 Type of dividend payment : Cash dividend payment Record date for the right to receive : 17-Apr-2025 dividends Ex-dividend date : 16-Apr-2025 Payment for : Common shareholders Cash dividend payment (baht per share) : 1.545 Payment for : Preferred shareholders Cash dividend payment (baht per share) : 1.6995 Par value (baht) : 5.15 Payment date : 02-May-2025 Paid from : Retained Earnings ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. PINSAI SURASWADI Position in company (1) : DIRECTOR Effective Date (1) : 15-Jan-2024 ______________________________________________________________________ Change of director/Executive New election Director Name : Mrs. Phongsaward Neelayodhin Position in company (1) : Director Effective Date (1) : 04-Apr-2025 Position in company (2) : Independent Director Effective Date (2) : 04-Apr-2025 ______________________________________________________________________ Change of director/Executive New election Director Name : Mr. Anan Kaewkumnoed Position in company (1) : Director Effective Date (1) : 04-Apr-2025 Position in company (2) : Independent Director Effective Date (2) : 04-Apr-2025 ______________________________________________________________________ Change of director/Executive Expired by rotation Director Name : Miss JIRAPHON KAWSWAT Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 26-Oct-2022 Expire Date (1) : 04-Apr-2025 Position in company (2) : AUDIT COMMITTEE Effective Date (2) : 26-Oct-2022 Expire Date (2) : 04-Apr-2025 Terminate Reason : Retire from office at the end of the term ______________________________________________________________________ Change of director/Executive Expired by rotation Director Name : Mr. VICHAI ASSARASAKORN Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 24-Nov-2017 Expire Date (1) : 04-Apr-2025 Position in company (2) : CHAIRMAN OF THE AUDIT COMMITTEE Effective Date (2) : 12-Apr-2019 Expire Date (2) : 04-Apr-2025 Terminate Reason : Retire from office at the end of the term ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. LAVARON SANGSNIT Position in company (1) : Director ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name (New) : MS. Somjai Khunapasut CPA License No. (New) : 4499 Accounting and Audit firm (New) : EY OFFICE LIMITED Audit End Date (New) : 31-Dec-2025 No : 2 Auditor Name (New) : Ms. Wanwilai Phetsang CPA License No. (New) : 5315 Accounting and Audit firm (New) : EY OFFICE LIMITED Audit End Date (New) : 31-Dec-2025 No : 3 Auditor Name (New) : MISS RACHADA YONGSAWADVANICH CPA License No. (New) : 4951 Accounting and Audit firm (New) : EY OFFICE LIMITED Audit End Date (New) : 31-Dec-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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