TFEX

21 Mar 2025 19:44

Resolutions of the Board of Directors' Meeting regarding the dividend payment, and scheduling of the 2025 Annual General Meeting of Shareholders (Revised agenda item no. 8 Appointment of auditors)

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Letter No. : NSL_CS 02/2025 Subject : Resolutions of the Board of Directors' Meeting regarding the dividend payment, and scheduling of the 2025 Annual General Meeting of Shareholders To : The President of The Stock Exchange of Thailand ______________________________________________________________________ Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 26-Feb-2025 Shareholder's meeting date : 18-Apr-2025 Beginning time of meeting (hh:mm) : 10 : 00 Record date for the right to attend the : 14-Mar-2025 meeting Ex-meeting date : 13-Mar-2025 Significant agenda item : - Cash dividend payment - Changing / renewal of the term of the director(s) Venue of the meeting : Electronic conferencing (E-AGM) Agenda Item : 1 Agenda Detail : To consider and adopt the minutes of the Annual General Meeting of Shareholders 2024 Type : To Consider and approve Board's Resolution : The Board of Directors has considered the Minutes of the 2024 Annual General Meeting of Shareholders, which was held on Monday, April 22, 2024, and found the same to be duly and completely recorded, and thus deemed it appropriate to propose that the 2025 Annual General Meeting of Shareholders consider and adopt the Minutes of the 2024 Annual General Meeting of Shareholders. Agenda Item : 2 Agenda Detail : To acknowledge the reports of board of directors and operating results for the year ended 31 December 2024 Type : To acknowledge Board's Resolution : The Board of Directors has considered the matter and deemed it appropriate to propose that the 2025 Annual General Meeting of Shareholders acknowledge the Company's operating results for the year 2024. Agenda Item : 3 Agenda Detail : To consider and approve the financial statements for the year ended 31 December 2024 Type : To Consider and approve Board's Resolution : It appropriate to propose the 2025 Annual General Meeting of Shareholders consider approving the financial statements for the year ended December 31, 2024. Agenda Item : 4 Agenda Detail : To consider and approve the allocation of the net profit as a legal reserve and dividend payment Type : To Consider and approve Board's Resolution : The Board of Directors has considered the matter and deemed it appropriate to propose that the 2025 Annual General Meeting of Shareholders consider approving the declaration of dividends from the operating results for the year 2024 to the shareholders at the rate of THB 0.90 per share, totaling THB 270,000,000 or representing 50.02 percent of the net profit according to the separate financial statements; approving the omission of the allocation of profit as legal reserve for the year 2024; and acknowledging that the Company paid an interim dividend on September 9, 2024 at the rate of THB 0.35 per share. The final dividend payment will be made at the rate of THB 0.55 per share, in the total amount of THB 165,000,000. Agenda Item : 5 Agenda Detail : To consider and approve the appointment of directors in replacement of those who must retire by rotation Type : To consider and approve the appointment of directors Board's Resolution : The Board of Directors, excluding interested directors, has considered this matter, with a view that the three candidates have passed the recruitment process of the Board of Directors to ensure that they are duly qualified for the Company's business operations, knowledgeable and competent with experiences and expertise in line with the Company's business strategies, and credentials, leadership, vision, and are capable of contributing sufficient time to the benefit of the Company's business operations, and are fully qualified without any prohibited characteristics under the applicable laws. Besides, the Board of Directors considers that Mr. Anajak Limphaisan is eligible to act as independent directors according to the definition of an independent director of the Company, which has been specified to be in line with the Notification of the Capital Market Supervisory Board and are capable of offering their opinions independently, in line with the applicable requirements and have held their positions as the Company's independent directors for a consecutive period of not exceeding 9 years from the date of their initial appointment (including the term of office proposed for appointment on this occasion), and thus deemed it appropriate to propose the 2024 Annual General Meeting of Shareholders consider approving the re-election of those three directors who are due to retire by rotation above to return to office as director and independent directors of the Company for another term. Agenda Item : 6 Agenda Detail : To consider and approve the directors' remuneration for the year ended 31 December 2025 Type : To Consider and approve Board's Resolution : It appropriate to propose that the 2025 Annual General Meeting of Shareholders consider approving the remuneration for directors for the year 2025 which shall pay quarterly as follow; Position - Remuneration / Person / Year (Baht) 1. Chairman of the Board of Directors 380,000 2. Director 280,000 3. Chairman of Audit Committee 380,000 4. Member of Audit committee 300,000 Remark: Director will receive only the highest remuneration from the position they are in. Agenda Item : 7 Agenda Detail : To consider approve the payment of bonuses to the directors. Type : To Consider and approve Board's Resolution : It appropriate to propose that the 2025 Annual General Meeting of Shareholders consider approving the annual bonus for the directors for the year 2024 in an amount not exceeding 2,480,000 Baht. Agenda Item : 8 Agenda Detail : To consider and approve the appointment of auditor and fix his/her remuneration for the year ended 31 December 2025 Type : To Consider and approve Board's Resolution (Update) : The Board of Directors' Meeting No. 2/2025, held on March 19, 2025, has passed the resolutions to propose the 2025 Annual General Meeting of Shareholders consider granting approval for Deloitte Touche Tohmatsu Jaiyos Audit Co.,Ltd. to be the Company's audit firm and auditor from such company to be the Company's auditor for the year 2025, with the audit fees in the amount of THB 1,950,000 per year. Agenda Item : 9 Agenda Detail : To consider acknowledgement the change in the objective of the use of funds raised through the sale of newly issued shares under Initial Public Offering (IPO) Type : To acknowledge Board's Resolution : Resolved to approve the proposal for the 2025 Annual General Meeting of Shareholders to acknowledge the changes in the intended use of proceeds from the capital increase obtained through the Initial Public Offering (IPO). This includes reallocating investment funds or expenses among the disclosed items in the registration statement to be used as working capital for the Company's operations, ensuring maximum benefit for the Company and its shareholders. The details of the changes are as follows: Current Objective of spending - Approximate amount according to the plan (unit: million Baht) 1. Financial institution debt settlement 350.00 2. Used as working capital in business operation 172.38 3. Used to finance the construction of new projects - Ready Meal 250.00 - Rice Bar 100.00 Total 872.38 Amendment Objective of spending - Approximate amount according to the plan (unit: million Baht) 1. Financial institution debt settlement 350.00 2. Used as working capital in business operation 272.38 3. Used to finance the construction of new projects - Ready Meal 192.27 - Rice Bar 57.73 Total 872.38 This change in the objectives of utilizing of the proceeds received from capital increase from IPO is intended to optimize the management of proceeds received from the IPO for the maximum benefit of the Company and shareholders, as well as to improve operational efficiency and the Company's business plan. This change is considered non-material as it involves reallocating investment proceeds or expenses between transactions that have already been disclosed through the disclosure system. Therefore, the Company is required to seek approval from the Board of Directors' meeting and report this change to the shareholders' meeting for acknowledgment at the next meeting. This is in accordance with the Notification of the Office of the Securities and Exchange Commission No. SorJor. 63/2561 re: Changes in the Objectives of Utilization of Proceeds Under to the Registration Statement for the Offering of Securities and Draft Prospectus, dated 5 November 2018. ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 26-Feb-2025 Type of dividend payment : Cash dividend payment Record date for the right to receive : 25-Apr-2025 dividends Ex-dividend date : 24-Apr-2025 Payment for : Common shareholders Cash dividend payment (baht per share) : 0.55 Par value (baht) : 1.00 Payment date : 16-May-2025 Paid from : Operating period from 01-Jan-2024 to 31-Dec-2024 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. CHAROEN ASAVAPIYANOND Position in company (1) : DIRECTOR Effective Date (1) : 01-Nov-2019 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. SOMCHAI ASAVAPIYANOND Position in company (1) : DIRECTOR Effective Date (1) : 23-Jan-2006 Position in company (2) : PRESIDENT Effective Date (2) : 23-Jan-2006 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. ANAJAK LIMPHAISAN Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 01-Nov-2019 Position in company (2) : AUDIT COMMITTEE Effective Date (2) : 01-Nov-2019 ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name (New) : Ms. LASITA MARGUT CPA License No. (New) : 9039 Accounting and Audit firm (New) : DELOITTE TOUCHE TOHMATSU JAIYOS AUDIT CO., LTD. Audit End Date (New) : 31-Dec-2025 No : 2 Auditor Name (New) : Mrs. DARUNEE CHANTRA CPA License No. (New) : 8625 Accounting and Audit firm (New) : DELOITTE TOUCHE TOHMATSU JAIYOS AUDIT CO., LTD. Audit End Date (New) : 31-Dec-2025 No : 3 Auditor Name (New) : MRS. WILASINEE KRISHNAMRA CPA License No. (New) : 7098 Accounting and Audit firm (New) : DELOITTE TOUCHE TOHMATSU JAIYOS AUDIT CO., LTD. Audit End Date (New) : 31-Dec-2025 No : 4 Auditor Name (New) : Ms. PORAKOCH JONGKOLSIRI CPA License No. (New) : 7150 Accounting and Audit firm (New) : DELOITTE TOUCHE TOHMATSU JAIYOS AUDIT CO., LTD. Audit End Date (New) : 31-Dec-2025 ______________________________________________________________________ The company hereby certifies that the information above is correct and complete. Signature _________________ ( Mr.Somchai Asavapiyanond ) Director and Chairman of the Executive Committee Authorized person to disclose information ______________________________________________________________________ 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.