Date/Time 03 Apr 2025 17:02:00

Headline

Notification of resolutions of the Board of Directors Meeting on Schedule for 2025 Annual General Meeting of Shareholders, and Determined the Record Date for the right to attend the meeting (Revised)

Symbol GJS
Source GJS
Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 14-Mar-2025 Shareholder's meeting date : 25-Apr-2025 Beginning time of meeting (hh:mm) : 09 : 30 Record date for the right to attend the : 28-Mar-2025 meeting Ex-meeting date : 27-Mar-2025 Significant agenda item : - Omitted dividend payment - Connected transaction - Changing / renewal of the term of the director(s) Venue of the meeting : via electronic media (e-AGM) Agenda Item : 1 Agenda Detail : Chairman of the Board of Directors Notification Type : To acknowledge Agenda Item : 2 Agenda Detail : To acknowledge the Company's 2024 operating results for the year 2024 ended 31 December 2024 Type : To acknowledge Board's Resolution : The Board of Directors deemed it appropriate to propose to the shareholders to acknowledge the Company's operating results for the year 2024 ended 31 December 2024 Agenda Item : 3 Agenda Detail : To consider and approve the Audited Financial Statements for the year 2024 ended 31 December 2024 Type : To Consider and approve Board's Resolution : The shareholders are recommended to approve the Audited Financial Statements for the year 2024 ended 31 December 2024, which were audited and certified by the Company's auditor, reviewed by the Audit Committee and approved by the Board of Directors. Agenda Item : 4 Agenda Detail : To consider and approve the suspension of the allocation of profit as legal reserve and the suspension of distribution of dividend payment from the Company's 2024 operating results ended on 31 December 2024 Type : To Consider and approve Board's Resolution : The Board of Directors deemed it appropriate to propose to the shareholders to consider and approve the suspension of the allocation of profit as legal reserve and the suspension of distribution of dividend payment from the Company's 2024 operating results ended on 31 December 2024 due to the Company's accumulated loss. Agenda Item : 5 Agenda Detail : To consider and approve the appointment of the auditor for the Financial Statements for the year 2025 ended 31 December 2025 and the determination of the remuneration Type : To Consider and approve Board's Resolution : The Board of Directors concurred the endorsement of the Audit Committee to propose to the Meeting to appoint either Mr. Apichart Sayasit, Certified Public Accountant License No. 4229, or Ms. Wimolsri Jongudomsombut, Certified Public Accountant License No. 3899, or Ms. Wilawun Budsabathon, Certified Public Accountant License No. 5550 from Baker Tilly Audit and Advisory Services (Thailand) Limited to be the auditor of the Company and to determine the auditor remuneration in the amount of not exceeding Baht 3,780,000 for the audit of the Financial Statements for the year 2025 ending 31 December 2025. Agenda Item : 6 Agenda Detail : To consider and approve the election of the directors in replacement of the directors who retire by rotation Type : To consider and approve the appointment of directors Board's Resolution : The Board of Directors agreed with the recommendation made by the Nomination and Remuneration Committee to propose the Meeting to re-elect the 3 retired directors, namely (1) Mr. Bantoon Juicharern, who has been Authorized Director and Corporate Governance and Risk Management Committee Member of the Company since 17 February 2022 until now for 3 years 2 months (for a member of the Corporate Governance and Risk Management Committee, having been appointed since 1 January 2025) and whose term as Authorized Director, and Corporate Governance and Risk Management Committee Member will be in a total of 6 years 2 months if the re-appointment is approved by the Meeting; (2) Assoc. Prof. Niputh Jitprasonk, who has been an Independent Director, Chairman of the Audit Committee, and Chairman of the Nomination and Remuneration Committee of the Company since 2 June 2008 until now for 16 years 10 months, and whose term as a Director will be in a total of 19 years 10 months if the re-appointment is approved by the Meeting; (3) Mr. Hideki Ogawa, who has been an Authorized Director, Chief Executive Officer, and Chairman of the Management Committee of the Company since 1 January 2025 until now for 3 months (for a Chairman of the Management Committee, having been appointed since 27 February 2025) and whose term as Authorized Director, Chief Executive Officer, and Chairman of the Management Committee will be in a total of 3 years 3 months if the re-appointment is approved by the Meeting. Agenda Item : 7 Agenda Detail : To consider and approve the determination of directors' remuneration for the year 2025 Type : To Consider and approve Board's Resolution : Concurred with the Nominating and Remuneration Committee's recommendation, the Board of Directors deemed it appropriate to propose to the shareholders to approve the determination of director's remuneration for the year 2025 as proposed above. Agenda Item : 8 Agenda Detail : To consider and approve the renewal of Cash Management service with Nippon Steel (Thailand) and approve the utilization of Credit Facility under the service Type : To Consider and approve Board's Resolution : The Board of Directors has considered the reason and necessity of the transaction and unanimously resolved that the receipt of financial assistance is reasonable and will eventually benefit the financial status of the Company. Thus, the Board of Directors have resolved to approve the Company to propose to the shareholders' meeting to consider and approve a financial support transaction by renewing the Cash Management Service Agreement with NSTH for an amount of THB 500 million during a period from 1 May 2025 to 30 April 2026 and the interest rate at Policy Interest Rate currently at 2% + 0.40% margin, totaling 2.40% per year (Policy Interest Rate equal to 2% per year as of 26 February 2025). Agenda Item : 9 Agenda Detail : To consider and approve providing Skin Pass Service to G Steel Public Company Limited Type : To Consider and approve Board's Resolution : The Board of Directors has considered the reason and necessity of the transaction and unanimously resolved that this providing service transaction is reasonable and there is spare capacity of the Company's facility and will also help the Company to improve its capacity utilization and reduce idle cost of the Skin Pass Facility. The service fee is as per the actual production cost of GJS plus 5% margin. Thus, the Board of Directors have resolved to approve the Company to propose to the shareholders' meeting to consider and approve the utilization of GJS Skin Pass Service by GSTEEL for the amount not exceeding 250,000 tons until July 2026 at a maximum service fee of THB 450 per ton. Agenda Item : 10 Agenda Detail : Other business (if any) Type : To Consider and approve ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Omitted dividend payment Date of Board resolution : 14-Mar-2025 Omitted dividend payment from : Operating period from 01-Jan-2024 to 31-Dec-2024 ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : MISS WIMOLSRI JONGUDOMSOMBUT CPA License No. : 3899 Accounting and Audit firm : BAKER TILLY AUDIT AND ADVISORY SERVICES (THAILAND) LTD. Audit End Date : 31-Dec-2025 No : 2 Auditor Name : MR. APICHART SAYASIT CPA License No. : 4229 Accounting and Audit firm : BAKER TILLY AUDIT AND ADVISORY SERVICES (THAILAND) LTD. Audit End Date : 31-Dec-2025 No : 3 Auditor Name : Ms. WILAWUN BUDSABATHON CPA License No. : 5550 Accounting and Audit firm : BAKER TILLY AUDIT AND ADVISORY SERVICES (THAILAND) LTD. Audit End Date : 31-Dec-2025 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. BANTOON JUICHARERN Position in company (1) : DIRECTOR Effective Date (1) : 17-Feb-2022 Position in company (2) : Corporate Governance and Risk Management Committee Member ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. HIDEKI OGAWA Position in company (1) : DIRECTOR Effective Date (1) : 01-Jan-2025 Position in company (2) : CHIEF EXECUTIVE OFFICER Effective Date (2) : 01-Jan-2025 Position in company (3) : Chairman of the Management Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. NIPUTH JITPRASONK Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 02-Jun-2008 Position in company (2) : CHAIRMAN OF THE AUDIT COMMITTEE Effective Date (2) : 23-Mar-2009 Position in company (3) : Chairman of the Nomination and Remuneration Committee ______________________________________________________________________ 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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