Date/Time 26 Mar 2025 20:51:00

Headline

Schedule for the 2025 AGM, omission of dividend, change in payment conditions for the investment in ordinary shares of PS Engineering Consultant Co., Ltd., capital reduction and increase, and issuance of newly issued shares (Revised)

Symbol TRC
Source TRC
Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 14-Mar-2025 Shareholder's meeting date : 30-Apr-2025 Beginning time of meeting (hh:mm) : 14 : 00 Record date for the right to attend the : 31-Mar-2025 meeting Ex-meeting date : 28-Mar-2025 Significant agenda item : - Omitted dividend payment - Capital increase - Changing / renewal of the term of the director(s) Venue of the meeting : Online Agenda Item : 1 Agenda Detail : To adopt the minutes of the Extraordinary General Meeting of Shareholders No. 1/2024, held on Octorber 28, 2024 Type : To Consider and approve Board's Resolution : The Board agreed to adopt the minutes of the Extraordinary General Meeting of Shareholders No. 1/2024, held on Octorber 28, 2024. Agenda Item : 2 Agenda Detail : To acknowledge the Company's operating performance for the year 2024 Type : To acknowledge Board's Resolution : The Board agreed to propose the Company and its subsidiaries' operating performance for the year 2024 to the Meeting for acknowledgement. Agenda Item : 3 Agenda Detail : To consider and approve the financial statements for the year 2024 ended December 31, 2024 Type : To Consider and approve Board's Resolution : The Board agreed to propose the financial statements for the year 2024 ended December 31, 2024 which has been audited by the certified auditor and reviewed by the the Audit Committee to the Meeting for approval. Agenda Item : 4 Agenda Detail : To consider and approve the omission of dividend payment and the non-allocation of net profit as legal reserve for the year 2024 performance Type : To Consider and approve Board's Resolution : The Board agreed to propose the omission of dividend payment and the non-allocation of profit as legal reserve to the Meeting for approval because the loss occurred in 2024 operating results. Agenda Item : 5 Agenda Detail (Update) : To consider and approve the election of directors in replacement of those retired by rotation for year 2025 Type : To consider and approve the appointment of directors Board's Resolution (Update) : The Board, excluding the directors who are due to retire by rotation, has considered in compliance with criteria and procedures regarding director nomination and agreed with the Remuneration and Nomination Committee to propose the Meeting to re-elect those three directors, Mrs. Paichit Rattananon, Assoc. Prof. Kamjorn Tatiyakavee, M.D., and Miss Pavita Leesakul for another term. Those 3 directors proposed for re-election meet all the requirements stipulated in the Public Limited Companies Act, B. E. 2535 and relevant regulations of the Capital Market Supervisory Board. Further, for an independent director, the Board has considered that the independent directors could provide opinions freely and in accordance with relevant regulations. Agenda Item : 6 Agenda Detail : To consider and approve the directors' remuneration for the year 2025 Type : To Consider and approve Board's Resolution (Update) : The Board had a resolution upon recommendation of the Remuneration and Nomination Committee to propose the directors' remuneration for the year 2025 to be the same as year 2024 to the Meeting for approval. Agenda Item : 7 Agenda Detail : To consider and approve the Company's auditor and audit fee for the year 2025 Type : To Consider and approve Board's Resolution : The Board had a resolution upon recommendation of the Audit Committee to propose the appointment of D I A International Audit Co., Ltd. as the Company's auditor with the audit fee for the year 2025 at the amount of Baht 1,250,000 exclusive of out-of-pocket expense. Agenda Item : 8 Agenda Detail : To consider and approve the cancellation of the allocation of the newly issued shares of the Company in the amount of 804,284,698 shares as approved by the Extraordinary General Meeting of Shareholders no. 1/2024, which was held on October 28, 2024 Type : To Consider and approve Board's Resolution (Update) : The Board agreed to propose the Meeting to approve the cancellation of the allocation of the newly issued shares of the Company in the amount of 804,284,698 shares as approved by the Extraordinary General Meeting of Shareholders no. 1/2024, which was held on October 28, 2024. Agenda Item : 9 Agenda Detail (Update) : To consider and approve the reduction of THB 1,651,903,068.00 in the Company's registered capital from the current registered capital of THB 3,492,416,368.50 to the new registered capital of THB 1,840,513,300.50, and the amendment to Clause 4. of the Memorandum of Association to be in line with the capital decrease Type : To Consider and approve Board's Resolution (Update) : The Board agreed to propose the Meeting to approve the reduction of THB 1,651,903,068.00 in the Company's registered capital from the current registered capital of THB 3,492,416,368.50 to the new registered capital of THB 1,840,513,300.50, and the amendment to Clause 4. of the Memorandum of Association to be in line with the capital decrease. Agenda Item : 10 Agenda Detail : To consider and approve the increase of THB 872,726,389.50 in the Company's registered capital from the current registered capital of THB 1,840,513,300.50 to the new registered capital of THB 2,713,239,690.00 by issuing 513,858,409 new ordinary shares with a par value of THB 1.50 per share, and the amendment to Clause 4. of the Memorandum of Association to be in line with the change in the capital increase Type : To Consider and approve Board's Resolution (Update) : The Board agreed to propose the Meeting to approve the increase of THB 872,726,389.50 in the Company's registered capital from the current registered capital of THB 1,840,513,300.50 to the new registered capital of THB 2,713,239,690.00 by issuing 513,858,409 new ordinary shares with a par value of THB 1.50 per share, and the amendment to Clause 4. of the Memorandum of Association to be in line with the capital increase . Agenda Item : 11 Agenda Detail (Update) : To consider and approve the issuance and allocation of newly issued ordinary shares of the Company in the amount of not exceeding 581,817,593 shares with a par value of THB 1.50 per share for (1) offering to the specific persons by way of private placement (Private Placement) (2) supporting the exercise of rights under the TRC-W4 Warrants (3) allocating newly issued shares in a general mandate Type : To Consider and approve Board's Resolution (Update) : The Board agreed to propose the Meeting to approve the issuance and allocation of newly issued ordinary shares of the Company in the amount of not exceeding 581,817,593 shares with a par value of THB 1.50 per share for (1) offering to the specific persons by way of private placement (Private Placement) in the amount of not exceeding 285,714,286 shares. (2) supporting the exercise of rights under the TRC-W4 Warrants in the amount of the exceeding 216,103,307 shares. (3) allocating newly issued shares in a general mandate in the amount of not exceeding 80,000,000 shares. More detail : For more information regarding this agenda, please read the Full Detailed News file. Agenda Item : 12 Agenda Detail : To consider and approve the cancellation of the issuance of the warrants to purchase ordinary shares of the Company no. 1 (TRC W-1 Warrants) and the warrants to purchase ordinary shares of the Company no. 3 (TRC-W3 Warrants) Type : To Consider and approve Board's Resolution (Update) : The Board agreed to propose the Meeting to approve the cancellation of the issuance of the warrants to purchase ordinary shares of the Company no. 1 (TRC W-1 Warrants), totaling 252,284,698 shares and the warrants to purchase ordinary shares of the Company no. 3 (TRC-W3 Warrants), totaling 100,000,000 shares. Agenda Item : 13 Agenda Detail : To consider and approve the issuance and allocation of warrants to purchase ordinary shares of the Company No. 4 (TRC-W4 Warrants) to allocate to the existing shareholders proportionate to their shareholding, without allocation to shareholders that would subject the Company to legal obligations in foreign jurisdictions (Warrant-PPO) Type : To Consider and approve Board's Resolution (Update) : The Board agreed to propose the Meeting to approve the issuance and allocation of warrants to purchase ordinary shares of the Company No. 4 (TRC-W4 Warrants), in an amount not exceeding 216,103,307 units to allocate to the existing shareholders proportionate to their shareholding, without allocation to shareholders that would subject the Company to legal obligations in foreign jurisdictions (Warrant-PPO). Agenda Item : 14 Agenda Detail : 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 Remark : The omission of dividend payment and the non-allocation of net profit as legal reserve for year 2024 performance. ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mrs. PAICHIT RATTANANON Position in company (1) : CHAIRMAN Effective Date (1) : 08-Mar-2005 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Miss PAVITA LEESAKUL Position in company (1) : DIRECTOR Effective Date (1) : 08-Aug-2018 Position in company (2) : Corporate Governance and Sustainability Executive Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. KAMJORN TATIYAKAVEE Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 29-Apr-2019 Position in company (2) : AUDIT COMMITTEE Effective Date (2) : 29-Apr-2019 Position in company (3) : Chairman of Remuneration and Nomination Committee Chairman of Risk Management 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 : MISS SOMJINTANA PHOLHIRUNRAT CPA License No. : 5599 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 : 14-Mar-2025 Number of additional common shares : 501,817,593 (shares) (Update) Total of additional shares (shares) : 501,817,593 (Update) Par value (baht per share) : 1.50 Type of allocated securities : Common shares Allocated to : Private placement (PP) Person(s) receiving allotment(s) : Mr. Pisit Saelim and/or companies in which Mr. Pisit Saelim is a major shareholder Number of allotted shares (shares) : 142,857,143 % of Paid Up Capital after capital : 10.22 increase Subscription price (baht per share) : 0.70 Allocated to : Private placement (PP) Person(s) receiving allotment(s) : Mr. Choodej Tejapaibul Number of allotted shares (shares) : 71,428,571 % of Paid Up Capital after capital : 5.11 increase Subscription price (baht per share) : 0.70 Allocated to : Private placement (PP) Person(s) receiving allotment(s) : Mr. Ayuth Potch-anant Number of allotted shares (shares) : 42,857,143 % of Paid Up Capital after capital : 3.07 increase Subscription price (baht per share) : 0.70 Allocated to : Private placement (PP) Person(s) receiving allotment(s) : Mr. Narongkiat Jirakiat Number of allotted shares (shares) : 28,571,429 % of Paid Up Capital after capital : 2.04 increase Subscription price (baht per share) : 0.70 Total shares allocated to Private : 285,714,286 Placement (Shares) Allocated to : Reserved shares for the exercise of convertible securities Number of allotted shares (shares) : 216,103,307 ______________________________________________________________________ Issued Convertible Securities Subject : Issued convertible securities Date of Board resolution : 14-Mar-2025 Type of allocated securities : Warrants Allocate to : Common shares' shareholders via Preferential Public Offering (PPO) Number of allotted warrants (units) : 216,103,307 Reserved shares for the exercise of : Common shares warrants Number of additional shares (shares) : 216,103,307 Ratio (Existing shares : Warrant) : 7.00 : 1.00 Offering price (baht per unit) : 0.00 Description of warrants Warrant Symbol : TRC-W4 Name of warrant : TRC-W4 Warrants Exercise ratio (warrant : share) : 1.00 : 1.00 Exercise price (baht per share) : 1.00 Term of warrants : 3 years ______________________________________________________________________ Increasing Capital Subject : Issuance of Additional Shares Under a General Mandate Date of Board resolution : 14-Mar-2025 Number of additional common shares : 80,000,000 (shares) Total of additional shares (shares) : 80,000,000 Par value (baht per share) : 1.50 Type of allocated securities : Common shares Allocated to : Private placement (PP) Number of allotted shares (shares) : 80,000,000 (Update) % of Paid-Up capital as of capital : 7.19 increase BOD resolution date (Update) Total shares allocated to Private : 80,000,000 Placement (Shares) (Update) ______________________________________________________________________ More detail : On October 1, 2024, the Company announced the news through the SET to provide an opportunity for shareholders to propose matters to be included in the meeting agenda and nominate persons to be considered for election as directors. From October 1, 2024 until December 31, 2024 and when this period ended, no shareholder had proposed any matters for inclusion in the agenda, and no candidates had been nominated for election as directors. The Company had announced the results through the SET on January 24, 2025 already. The Company will disclose the details of the 2025 Annual General Meeting of Shareholders and its agenda prior to the Meeting at the Company's website: https://www.trc-con.com/en/investor-relations/download/shareholders-meeting?year =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. 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.