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.
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 and Thailand Futures Exchange Pcl. have no responsibility for the accuracy 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.