News Detail

Date/Time
18 Jun 2020 17:04:00
Headline
Schedule AGM No. 60 and No Dividend Payment
Symbol
ALUCON
Source
ALUCON
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                Schedule of Shareholders' meeting

Subject                                  : Schedule of Annual General Meeting of
 Shareholders
Date of Board resolution                 : 18-Jun-2020
Shareholder's meeting date               : 04-Aug-2020
Beginning time of meeting (h:mm)         : 10 : 00
Record date for the right to attend the  : 03-Jul-2020
meeting
Ex-meeting date                          : 02-Jul-2020
Significant agenda item                  :
  - Omitted dividend payment
Venue of the meeting                     : BITEC MR214 of No. 88 Bangna Trad  
Rd., Bangna District, Bangkok
Remark                                   :
2.    To fix the date of the Annual General Meeting of Shareholders No. 60 (2020) 
on 4th August 2020 at Room - MR214, 2nd Floor of Bangkok International Trade &
Exhibition Centre (BITEC) located at No. 88 Bangna-Trad Road, Km. 1, Bangna
District, Bangkok Metropolis, Thailand and to fix the record date the rights of
shareholders to attend the Annual General Meeting of Shareholders No. 60 on 3rd
July 2020.

3.     To propose the agenda for the Annual General Meeting of Shareholders No. 60 
for consideration as follows:
         Agenda 1. To consider and approve the Minutes of the Annual General 
Meeting of Shareholders No. 59 held on Thursday 18th April 2019
Board of Directors' opinion: Board of Directors was of the opinion that the 
Minutes of Annual General Meeting of Shareholders No. 59 has been stated
correctly and completely and should be proposed to the shareholders' meeting for
 consideration and approval.
         Agenda 2. To acknowledge the Company's Annual Report and Operation Results
 in the fiscal year 2019
Board of Directors' opinion:  Board of Directors was of the opinion that the 
Annual Report and Operation Result should be proposed to the shareholders'
meeting for acknowledgement on the Company's 2019 performances and financial
status for year ended 31st December 2019.
          Agenda 3. To consider and approve the Company's Financial Statements: 
Statement of Financial Position and Statement of Comprehensive Income for year
ended 31st December 2019
Board of Directors' opinion:  Board of Directors was of the opinion that the 
Company has a satisfactory level of control and that the Company's financial
report are reasonably accurate and fairly reflect the Company's financial
position as at 31st December 2019.  It was resolved to propose to the
shareholders' meeting to approve the financial statements for year ended 31st
December 2019.
     Agenda 4. To consider and approve the allocation of profits derived from 
operation results for the year 2019, to acknowledge the interim dividend
payment, and to omit dividend payment for Y2019
Board of Directors' opinion:  Board of Directors was of the opinion that the 
Company has enough profit to pay the dividend and the proposed dividend is
appropriate for its remaining strong capital funds to accommodate continuous
growth and business expansion.  It was resolved to propose to the shareholders'
meeting to approve the dividend payment as follows:
4.1     The Company has paid the interim dividend from the Company's net profit 
resulting from 1st January 2019 till 31st December 2019 at the rate of Baht 7.50
per share in the total of Baht 323,999,895 and fixed the Record Date for the
right to receive the dividend on 17Th April 2020 and set the interim dividend
payment on 5th May 2020.
4.2    The approval for the interim dividend payment by the Board of Directors is 
to reduce impact from the sudden and indefinite postponement of the Annual
General Meeting of Shareholders No. 60 of which the interim dividend payment was
Baht 7.50 per share in the total of Baht being equivalent of 60.89 per cent of
the net profit for Y2019.  This interim dividend payment was in accordance with
the Dividend Payment Policy of the Company.  Thus, the Board of Directors shall
not propose further dividend payment for Y2019.
Moreover, shareholders who are natural person can credit personal income tax of 
dividend received from the Company according to the Revenue Code, Section 47
Bis.  only for the dividend payment distributed from the profit which the
Company paid 20% for corporate income tax.  Therefore, the income tax credit for
 this dividend is equal to the number of dividend multiplied by 20/80.
Agenda 5. To consider and approve the appointment of new directors to replace 
those who retire by rotation namely Mr. Somchai Aungsanant, Mr. Takaaki
Takeuchi, Mrs. Eumporn Pamornbutr and Mr. Toshiyuki Koike
Board of Directors' opinion: Whereas, there is no Nomination Committee at this 
moment, so the criteria and process on nominating the four new directors will be
done by the Board of Directors' resolution.  Board of Directors (exclusive of
interested directors) was of the opinion that all four directors have performed
their duties with dedication and prudence and have given beneficial suggestion
and made comments that were useful to the Company and the shareholders.  It was
also meet the consideration procedures by Board of Director that they all have
suitable qualifications for the sake of company's business and there was not any
shareholder proposed the name of candidate for appointment of director, for
consideration.  With regard to the proposed independent directors, they
confirmed to make their own decision independently and to abide by the related
criteria.  Those retired director were in directorship for over 9 years
(including this term), whereas, the Board of Directors consider that they have a
lot of experience that cloud lead the business to grow up and expand; thus, it
was resolved to propose the shareholders' meeting to approve the re-election of
all four directors to hold their positions for another term.
Agenda 6. To consider and approve the remunerations for the directors and 
sub-committee in 2020
Board of Directors' opinion: The process to consider the remuneration of 
directors did not run by the Remuneration Committee, due to no Remuneration
Committee at present.  However, the remuneration of directors was carefully
considered by the Board of Directors' Meeting concurred with the data base of
remuneration for directors for the listed companies in the year 2018, which was
prepared by Thai Institute of Director in connection with SET to be used as
reference by listed companies in paying remuneration to their directors and
audit committees, in the section regarding director remuneration for each
business sector, and including the consideration on their experience, role and
scope of duties and responsibilities, as well as, expected benefits from each
directors are at the rate of appropriate and par with comparable companies in
the manufacturing industry. In this regard, the remuneration of the directors is
compared to the operating results of the previous year Calculated as a
percentage 0.09 which is considered a reasonable compensation rate.  Therefore,
it was resolved to propose to the shareholders' meeting to approve the Company's
 Directors and Audit Committee for 2020 as detailed below:
-    Chairman of Board of Director  Baht 650,000 per person per annum
-    Director                Baht 400,000 per person per annum
-    Chairman of Audit Committee  Baht 300,000 per person per annum
-    Audit Committee           Baht 250,000 per person per annum
-    Chairman of Risk Management Baht 50,000 per meeting
-    Risk Management Committee  Baht 30,000 per meeting
Agenda 7. To consider and approve the appointment of the auditor for year ending
 31st December 2020 and to fix their remunerations
Board of Directors' opinion: The Audit Committee compared the qualification and 
the remuneration of the Auditors from 3 audit firms and found that KPMG
Phoomchai Audit Ltd. is suitable to audit the financial statement of the Company
and their remuneration is not too high as compared with others.  Thus, the
Audit Committee considered and agreed to propose the Auditor to the Board of
Directors and the Board of Directors concurred with the recommendation proposed
by the Audit Committees. It was resolved to propose to the shareholders' meeting
to approve the appointment of KPMG Phoomchai Audit Limited to be the Company's
Auditor and their remuneration for fiscal year 2020, the Board of Directors will
propose all relevant details and amounts of Baht 1,190,000 to this Meeting for
its consideration and approval, respectively.  The Auditor team consists as
follows:
-    Mrs. Piyatida Tangdenchai        License No. 11766
[Have never been the auditors who sign on the Company's financial statement]
-    Mr. Sumate Jangsamsee        License No. 9362.
[Have been the auditor who sign on the Company's financial statement for three 
years: Y2017-Y2019]
-    Ms. Sirinuch Vimolsathit         License No. 8413   and/or
[Have never been the auditor who sign on the Company's financial statement]
-    Mr. Yoottapong Soontalinka         License No. 10604
[Have never been the auditors who sign on the Company's financial statement]
by stipulating that any of the auditors has authority to audit and express 
opinion on the company's financial statements.
    Besides, it was agreed to propose the Meeting of Shareholders to consider and 
approve the remuneration in services for auditing in year 2020, at Baht
1,190,000 for annually auditing the Company's financial statement.
    There is no relation or conflicts of interest among the proposed auditor, the 
Company, the executives, the major shareholders or other related to those
parties; therefore they are individual to audit and express an opinion on the
financial statement as detailed the information of auditor as attached.
Agenda 8. To consider approving the amendment of Memorandum of Association - 
Objectives of the Company
Board of Directors' opinion: The Board of Directors has considered that the 
Objectives of the Company have been registered since Y1994; therefore, it is
appropriate to revise and update the Objectives of the company to be in line
with the current operations of the Company. Thus, the Memorandum of Association
regarding the Objectives have been approved and agreed on the details of the
Objectives of the company as proposed.
Agenda 9. To consider other businesses. (If any)
In addition, the Company has scheduled the Record Date to determine the 
shareholders entitled to attend the Annual General Meeting of Shareholders for
year 2020 on 3rd July 2020.
______________________________________________________________________

Dividend payment / Omitted dividend payment

Subject                                  : Omitted dividend payment
Date of Board resolution                 : 18-Jun-2020
Omitted dividend payment from            :
    Operating period from 01-Jan-2019 to 31-Dec-2019
Remark                                   :
1.    To  propose to the Annual General Meeting of Shareholders No. 60 (2020) for 
approval no dividend payment; the detailed are as follows:
1.1     The Company has paid the interim dividend from the Company's net profit 
resulting from 1st January 2019 till 31st December 2019 at the rate of Baht 7.50
per share in the total of Baht 323,999,895 and fixed the Record Date for the
right to receive the dividend on 17Th April 2020 and set the interim dividend
payment on 5th May 2020.
1.2    The approval for the interim dividend payment by the Board of Directors is 
to reduce impact from the sudden and indefinite postponement of the Annual
General Meeting of Shareholders No. 60 of which the interim dividend payment was
Baht 7.50 per share in the total of Baht being equivalent of 60.89 per cent of
the net profit for Y2019.  This interim dividend payment was in accordance with
the Dividend Payment Policy of the Company.  Thus, the Board of Directors shall
not propose further dividend payment for Y2019.
______________________________________________________________________
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