Date/Time 03 Apr 2025 17:04:00
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)
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) : 13 : 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 Board of Directors deemed it appropriate to propose to the shareholders to consider and 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 4,180,000 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. Nobuo Okochi, who has been an Authorized Director, Nomination and Remuneration Committee Member, and Corporate Governance and Risk Management Committee Member of the Company since 17 February 2022 until now for 3 years 2 months, and whose term as Authorized Director, Nomination and Remuneration Committee Member, 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) Khunying Patama Leeswadtrakul, who has been an Authorized Director of the Company since 17 May 2002 until now for 22 years 11 months, and whose term as Authorized Director will be in a total of 25 years 11 months if the re-appointment is approved by the Meeting; (3) Mr. Bantoon Juicharern, who has been an Authorized Director, Corporate Governance and Risk Management Committee Member, and Nomination and Remuneration 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 Member, and Nomination and Remuneration Committee Member, having been appointed since 1 January 2025) and whose term as an Authorized Director, Corporate Governance and Risk Management Committee Member, and Nomination and Remuneration Committee Member will be in a total of 6 years 2 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, and 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 the financial support transaction by renewing the Cash Management Service Agreement with NSTH for an amount of THB 600 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 the Utilization of G J Steel Public Company Limited's Skin Pass 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 this ordinary business support transaction is reasonable and there is no other mill nearby that can provide the same service for the Company. The service fee is as per the actual production cost of GJS plus 5% margin. The Board of Directors viewed that the utilization of GJS Skin Pass Service is necessary to improve the quality of the Company's HRC coils, reduce customers complains, reduce yield loss, etc. 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 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 : To consider and approve the restructuring of USD Debt to Asia Credit Opportunities I (Mauritius) 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 the receipt of financial assistance is reasonable and will eventually benefit the operation of the Company. The Board of Directors viewed that the restructuring of USD Debts to ACO I is necessary and can eliminate foreign exchange rate risk with an interest saving from the change in interest rate. Thus, the Board of Directors has resolved to approve the Company to propose to the shareholders' meeting to consider and approve a financial support transaction by restructuring of USD Debt to ACO I to convert into Thai Baht with interest rate to be at the policy interest rate of the Bank of Thailand ("Policy Interest Rate") currently at 2.00% + maximum 2.50% margin, totaling 4.50% per year (Policy Interest Rate equal to 2.00% per year as of February 26, 2025), and change interest payment schedule to be payable every 6 months. Agenda Item : 11 Agenda Detail : To consider and approve the restructuring of THB Debt to Asia Credit Opportunities I (Mauritius) 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 the receipt of financial assistance is reasonable and will eventually benefit the operation of the Company. The Board of Directors viewed that the restructuring of THB Debts to ACO I is necessary and will benefit to the Company cash flow situation, the change in interest rate will also give an interest saving. 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 restructuring the THB Debt to ACO I by extending for 1 year with a bullet repayment at maturity on 1 December 2026, interest rate to be at the policy interest rate of the Bank of Thailand ("Policy Interest Rate") currently at 2.00% + maximum 2.50% margin, totaling 4. 50% per year (Policy Interest Rate equal to 2.00% per year as of February 26, 2025) and changed interest payment schedule to be payable every 6 months. Agenda Item : 12 Agenda Detail : To consider other agenda 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. NOBUO OKOCHI Position in company (1) : DIRECTOR Effective Date (1) : 17-Feb-2022 Position in company (2) : Nomination and Remuneration Committee Member, and Corporate Governance and Risk Management Committee Member ______________________________________________________________________ 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, and Nomination and Remuneration Committee Member ______________________________________________________________________ Change of director/Executive Re-election Director Name : Khunying PATAMA LEESWADTRAKUL Position in company (1) : DIRECTOR Effective Date (1) : 17-May-2002 ______________________________________________________________________ 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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