Date/Time 04 Jun 2025 06:59:00
Headline
No dividend payment, utilization of legal reserve and share premium to offset deficit, change of director, capital reduction, capital increase, and convening of 2025 Annual General Meeting of Shareholders
Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 30-May-2025 Shareholder's meeting date : 25-Jul-2025 Beginning time of meeting (hh:mm) : 13 : 30 Record date for the right to attend the : 19-Jun-2025 meeting Ex-meeting date : 18-Jun-2025 Significant agenda item : - Omitted dividend payment - Capital increase - The issuance of convertible securities - Changing / renewal of the term of the director(s) - Capital reduction - Utilization of legal reserve and share premium to offset deficit Venue of the meeting : Phayathai Grand Ballroom, 6th Floor, Eastin Grand Hotel Phayathai, No. 18 Phayathai Road, Thung Phayathai Subdistrict, Ratchathewi District, Bangkok 10400 Agenda Item : 1 Agenda Detail : Message from the Chairman to the Meeting Type : To acknowledge Agenda Item : 2 Agenda Detail : To consider and acknowledge the report on the results of the Company's business operation for the fiscal year ended March 31, 2025 Type : To acknowledge Agenda Item : 3 Agenda Detail : To consider and approve the Company and its subsidiaries' report and consolidated financial statements for the fiscal year ended March 31, 2025 Type : To Consider and approve Agenda Item : 4 Agenda Detail : To consider and approve no dividend payment for the fiscal year ended March 31, 2025 Type : To Consider and approve Agenda Item : 5 Agenda Detail : To consider and approve the utilization of the legal reserve and the share premium to offset the deficit in the Company's separate financial statements Type : To Consider and approve Agenda Item : 6 Agenda Detail : To determine the directors' remuneration Type : To Consider and approve Agenda Item : 7 Agenda Detail : To consider the election of directors to replace those who will retire by rotation Type : To consider and approve the appointment of directors Agenda Item : 8 Agenda Detail : To consider and approve the appointment of auditors and the determination of audit fee for the fiscal year ending March 31, 2026 Type : To Consider and approve Agenda Item : 9 Agenda Detail : To consider and approve the issuance and allocation of warrants to the executives and employees of the Company and its subsidiaries under the BTS Group ESOP 2025 Scheme Type : To Consider and approve Agenda Item : 10 Agenda Detail : To consider and approve the reduction of the Company's registered capital by Baht 5,626,184,320.00 from the existing registered capital of Baht 81,229,762,172.00 to Baht 75,603,577,852.00 by cancelling 1,406,546,080 authorized but unissued shares of the Company with a par value of Baht 4 per share Type : To Consider and approve Agenda Item : 11 Agenda Detail : To consider and approve the amendment of Clause 4. of the Memorandum of Association of the Company to be in line with the reduction of the Company's registered capital Type : To Consider and approve Agenda Item : 12 Agenda Detail : To consider and approve the increase of the Company's registered capital by Baht 120,000,000.00 from the existing registered capital of Baht 75,603,577,852.00 to Baht 75,723,577,852.00 by issuing 30,000,000 new ordinary shares with a par value of Baht 4 per share Type : To Consider and approve Agenda Item : 13 Agenda Detail : To consider and approve the amendment of Clause 4. of the Memorandum of Association of the Company to be in line with the increase of the Company's registered capital Type : To Consider and approve Agenda Item : 14 Agenda Detail : To consider and approve the allocation of the newly issued ordinary shares to accommodate the exercise of the warrants issued to the executives and employees of the Company and its subsidiaries under the BTS Group ESOP 2025 Scheme Type : To Consider and approve Agenda Item : 15 Agenda Detail : To consider other business (if any) Type : To Consider and approve ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Omitted dividend payment Date of Board resolution : 30-May-2025 Omitted dividend payment from : Operating period from 01-Apr-2024 to 31-Mar-2025 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. KEEREE KANJANAPAS Position in company (1) : CHAIRMAN Effective Date (1) : 18-Dec-2006 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. KONG CHI KEUNG Position in company (1) : DIRECTOR Effective Date (1) : 18-Dec-2006 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. SURAPONG LAOHA-UNYA Position in company (1) : DIRECTOR Effective Date (1) : 29-Jul-2010 ______________________________________________________________________ Change of director/Executive Expired by rotation Director Name : Mr. CHAROEN WATTANASIN Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 29-Jul-2010 Expire Date (1) : 25-Jul-2025 Position in company (2) : AUDIT COMMITTEE Effective Date (2) : 29-Jul-2010 Expire Date (2) : 25-Jul-2025 Terminate Reason : Retire from office at the end of the term ______________________________________________________________________ Change of director/Executive New election Director Name : Mr. PLAKORN WANGLEE Position in company (1) : Independent Director Effective Date (1) : 26-Jul-2025 Position in company (2) : Member of Audit Committee Effective Date (2) : 26-Jul-2025 ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : MR. PREECHA ARUNNARA CPA License No. : 5800 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Mar-2026 No : 2 Auditor Name : Mr. VACHARIN PASARAPONGKUL CPA License No. : 6660 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Mar-2026 No : 3 Auditor Name : Mr. SERM BRISUTHIKUN CPA License No. : 9452 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Mar-2026 ______________________________________________________________________ Issued Convertible Securities Subject : Issued convertible securities Date of Board resolution : 30-May-2025 Type of allocated securities : Warrants Allocate to : Employee Stock Option Program (ESOP) Number of allotted warrants (units) : 30,000,000 Reserved shares for the exercise of : Common shares warrants Number of additional shares (shares) : 30,000,000 Offering price (baht per unit) : 0.00 Description of warrants Warrant Symbol : BTS-WI Name of warrant : Warrants to Purchase the Ordinary Shares of BTS Group Holdings Public Company Limited issued to the Executives and Employees of the Company and its Subsidiaries No. 9 (BTS-WI) Exercise ratio (warrant : share) : 1.00 : 1.00 Exercise price (baht per share) : 4.74 Term of warrants : 5 years ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 30-May-2025 Number of additional common shares : 30,000,000 (shares) Total of additional shares (shares) : 30,000,000 Par value (baht per share) : 4.00 Type of allocated securities : Common shares Allocated to : Reserved shares for the exercise of convertible securities Number of allotted shares (shares) : 30,000,000 ______________________________________________________________________ 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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