Date/Time 16 Apr 2025 20:17:00

Headline

Determination of Date and Agenda of 2025 AGM via Electronic Meeting (e-AGM),Dividend Payment and Acquisition of Shares in TNS from TCAP (Revision to the total dividend amount,with no change to the final amount of the dividend paid per share)(Revised)

Symbol TTB
Source TTB
Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 19-Feb-2025 Shareholder's meeting date : 21-Apr-2025 Beginning time of meeting (hh:mm) : 14 : 00 Record date for the right to attend the : 05-Mar-2025 meeting Ex-meeting date : 04-Mar-2025 Significant agenda item : - Cash dividend payment - Connected transaction - Changing / renewal of the term of the director(s) Venue of the meeting : electronic meeting (e-AGM) Agenda Item : 1 Agenda Detail : To acknowledge TTB's 2024 operating results Type : To acknowledge Board's Resolution : The Board of Directors deemed it appropriate to propose TTB's 2024 operating results as presented in the 2024 Form 56-1 One Report for the shareholders' meeting's acknowledgement. Agenda Item : 2 Agenda Detail : To consider and approve the statements of financial position and the statements of profit or loss and other comprehensive income for the year ended 31 December 2024 Type : To Consider and approve Board's Resolution : The Board of Directors having considered and concurred with the recommendation of the Audit Committee, deemed it appropriate to propose the statements of financial position and the statements of profit or loss and other comprehensive income for the year ended 31 December 2024 which have been audited and certified by TTB's auditor and duly considered by the Audit Committee and the Board of Directors, for the shareholders' meeting's consideration and approval. Agenda Item : 3 Agenda Detail : To consider and approve the allocation of the profit from 2024 operating results and dividend payment Type : To Consider and approve Board's Resolution (Update) : The Board of Directors deemed it appropriate to propose the following matters to the shareholders' meeting for consideration as follows: 1. Profit allocation from TTB's 2024 operating results Approve not to allocate the net profit from TTB's 2024 operating results to the reserve fund as TTB's reserve fund is already sufficient as required by laws and its Articles of Association. 2. Dividend payment (1) Acknowledge the interim dividend payment to TTB's shareholders on 24 October 2024 The Board of Directors' Meeting No. 9/2024 on 24 September 2024 resolved to approve the interim dividend payment at the rate of THB 0.065 per share, totaling THB 6,330,793,173.18. The payment was from the net profit of TTB's first-half operating results, during 1 January 2024 to 30 June 2024. TTB already paid such interim dividends on 24 October 2024 to TTB's shareholders, whose names appeared on the list of shareholders on the date for determination of the name of shareholders entitled to receive the interim dividend on 8 October 2024. (2) Approve the dividend payment from TTB's 2024 operating results Approve the 2024 annual dividend payment amounting to THB 12,643,741,227.52, which accounted for 60 percent of the 2024 net profit. Since TTB already completed the interim dividend payment from the net profit of TTB's first-half operating results, during 1 January 2024 to 30 June 2024, on 24 October 2024 to TTB's shareholders whose names were listed on the record date of 8 October 2024 for the interim dividend entitlement, totaling THB 6,330,793,173.18, the remaining dividend to be paid under the resolution of this shareholders' meeting shall be at THB 0.065 per share, totaling THB 6,312,948,054.34. This time, TTB has set the record date to determine the list of shareholders entitled to receive the dividend on 28 April 2025, and the dividend payment date on 20 May 2025. Details are as show in Attachment. More detail : For more information regarding this agenda, please read the Full Detailed News file. Agenda Item : 4 Agenda Detail : To consider the election of directors to replace those retiring by rotation Type : To consider and approve the appointment of directors Board's Resolution : The Board of Directors (excluding the director with related interest), having considered and concurred with the recommendation of the Nomination, Remuneration and Corporate Governance Committee (excluding interested members), viewed that all four retiring directors, namely Mr. Suphadej Poonpipat, Mr. Willem Frederik Nagel, Mr. Somjate Moosirilert and Mrs. Chananyarak Phetcharat have all of the required qualifications pursuant to TTB's Articles of Association, regulations of the relevant authorities, and relevant laws; that they do not have prohibited characteristics to hold office as directors; that they have the knowledge, professional skill, competency, and experience in line with TTB's business operations; that they have contributed to TTB continuously. Furthermore, the independent directors who are due to retire by rotation this time are well qualified as per applicable laws on independent directors. As such, it was deemed appropriate to propose such four candidates for the shareholders' meeting's consideration and election as directors for another term. The details are as follows: 1. Mr. Suphadej Poonpipat 2. Mr. Willem Frederik Nagel 3. Mr. Somjate Moosirilert 4. Mrs. Chananyarak Phetcharat Details are as show in Attachment. Agenda Item : 5 Agenda Detail : To consider and approve the increase of the number of directors and the election of a new director Type : To consider and approve the appointment of directors Board's Resolution : The Board of Directors, having considered and concurred with the recommendation of the Nomination, Remuneration and Corporate Governance Committee to increase the number of directors, from 14 directors to 15 directors, viewed that such increase is intended to ensure that the composition of the Bank's Board of Directors remains consistent and accommodates the oversight of the Bank's business direction towards digital and information technology. In addition, Mr. Orapong Thien-Ngern has all of the required qualifications pursuant to TTB's Articles of Association, relevant regulations, and applicable laws and does not have any prohibited characteristics to hold office as a director. Moreover, such person has knowledge, competency, and experience in Information technology management, research and development, cyber security, information technology infrastructure and digital, in line with the Bank's business direction. With the aforesaid reasons, it is deemed appropriate to propose for the shareholders' meeting to consider and approve the increase of the number of directors, from 14 directors to 15 directors, and the election of Mr. Orapong Thien-Ngern as a director of the Bank. More detail : For more information regarding this agenda, please read the Full Detailed News file. Agenda Item : 6 Agenda Detail : To consider and approve the director remuneration for 2025 Type : To Consider and approve Board's Resolution : The Board of Directors, having considered and concurred with the recommendation of the Nomination, Remuneration and Corporate Governance Committee, deemed it appropriate to propose for the shareholders' meeting's consideration and approval of the director remuneration for 2025 comprising retaining fee, committee fee, and attendance fee, of up to THB 45 million, which was the same as the amount previously approved in the 2024 Annual General Meeting of Shareholders. The Board of Directors may amend the director remuneration for the members of the Board of Directors and/or sub-committees and may be required to determine the director remuneration for any additional sub-committees that are newly formed. In this regard, the total director remuneration shall not exceed THB 45 million as approved by the shareholders' meeting. TTB's executive directors and representative directors who are the employees of ING Bank N.V. will not receive such remuneration. Agenda Item : 7 Agenda Detail : To consider and approve the payment of director bonus Type : To Consider and approve Board's Resolution : The Board of Directors, having considered and concurred with the recommendation of the Nomination, Remuneration and Corporate Governance Committee, deemed it appropriate to propose for the shareholders' meeting's consideration and approval of the payment of director bonus for the year 2024 at a rate of 0.5 percent of the total dividend paid, which was the same as that previously approved in the 2024 Annual General Meeting of Shareholders. In this regard, the Board of Directors shall be authorized to distribute the director bonus to each director after the shareholders' meeting approves the director bonus, provided that TTB's executive directors and representative directors who are the employees of ING Bank N.V. will not receive such a bonus. Agenda Item : 8 Agenda Detail : To consider the appointment of auditors for 2025 and the fixing of audit fees Type : To Consider and approve Board's Resolution : The Board of Directors, having considered and concurred with the recommendation of the Audit Committee, deemed it appropriate to propose the appointment of (1) Mr. Chokechai Ngamwutikul CPA Registration No. 9728; or (2) Ms. Orawan Chunhakitpaisan CPA Registration No. 6105; or (3) Mr. Waiyawat Korsamarnchaiyakij CPA Registration No. 6333; or (4) Ms. Thitima Pongchaiyong CPA Registration No. 10728 of KPMG Phoomchai Audit Company Limited as TTB's auditors for 2025 and the fixing of audit fees of THB 13,710,000 as well as other relevant expenses of up to THB 320,000 for the shareholders' meeting's consideration and approval. Agenda Item : 9 Agenda Detail : To consider the acquisition of 89.97% of shares in Thanachart Securities Public Company Limited from Thanachart Capital Public Company Limited which is a connected transaction Type : To Consider and approve Board's Resolution : The Board of Directors has considered and endorsed to propose to the annual general meeting of shareholders to consider and approve the acquisition of 89.97% of shares in Thanachart Securities Public Company Limited from Thanachart Capital Public Company Limited, which would enhance TTB's capabilities and competitiveness by leveraging the strengths of Thanachart Securities Public Company Limited, a leading securities company with a strong financial position and extensive business experience. Details are as shown in Attachment (Information Memorandum on the Sale and Purchase of Shares in Thanachart Securities Public Company Limited). Agenda Item : 10 Agenda Detail : To consider other business (if any) Type : To Consider and approve ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 19-Feb-2025 Type of dividend payment : Cash dividend payment Record date for the right to receive : 28-Apr-2025 dividends Ex-dividend date : 25-Apr-2025 Payment for : Common shareholders Cash dividend payment (baht per share) : 0.065 Par value (baht) : 0.95 Payment date : 20-May-2025 Paid from : Operating period from 01-Jan-2024 to 31-Dec-2024 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. SUPHADEJ POONPIPAT Position in company (1) : VICE CHAIRMAN Effective Date (1) : 03-Dec-2019 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. SOMJATE MOOSIRILERT Position in company (1) : DIRECTOR Effective Date (1) : 03-Dec-2019 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mrs. CHANANYARAK PHETCHARAT Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 01-Apr-2020 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. WILLEM FREDERIK NAGEL Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 23-Apr-2020 ______________________________________________________________________ Change of director/Executive New election Director Name : MR. Orapong Thien-Ngern Position in company (1) : Independent Director Effective Date (1) : 21-Apr-2025 ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : MR. WAIYAWAT KORSAMARNCHAIYAKIJ CPA License No. : 6333 Accounting and Audit firm : KPMG PHOOMCHAI AUDIT LIMITED Audit End Date : 31-Dec-2025 No : 2 Auditor Name : Mr. CHOKECHAI NGAMWUTIKUL CPA License No. : 9728 Accounting and Audit firm : KPMG PHOOMCHAI AUDIT LIMITED Audit End Date : 31-Dec-2025 No : 3 Auditor Name : MS. ORAWAN CHUNHAKITPAISAN CPA License No. : 6105 Accounting and Audit firm : KPMG PHOOMCHAI AUDIT LIMITED Audit End Date : 31-Dec-2025 No : 4 Auditor Name : MS. THITIMA PONGCHAIYONG CPA License No. : 10728 Accounting and Audit firm : KPMG PHOOMCHAI AUDIT LIMITED Audit End Date : 31-Dec-2025 ______________________________________________________________________ Connected transaction The acquisition of 89.97% of shares in Thanachart Securities Public Company Limited from Thanachart Capital Public Company Limited who is a major shareholder of the Bank (directly and indirectly holding 24.974%) is considered a connected transaction involving assets or services, according to the Capital Market Supervisory Board's Notification No. TorJor. 21/2551 regarding criteria for connected transactions (as amended) and the Stock Exchange of Thailand's Notification regarding disclosure of information and operations of listed companies in connected transactions B.E. 2546 (as amended), with a transaction value of approximately THB 3,000 million and a transaction size of 0.17% of net tangible assets. The Bank is required to obtain approval from the Board of Directors' meeting and report the memorandum of information to the Stock Exchange of Thailand. ______________________________________________________________________ More detail : Reference is made to the meeting of the Board of Directors of TMBThanachart Bank Public Company Limited ("TTB") No. 2/2025 held on Wednesday, 19 February 2025, which passed a resolution to schedule the 2025 Annual General Meeting of Shareholders on Monday, 21 April 2025, at 14:00 hrs. via an electronic meeting (e-AGM), which TTB has already disclosed the information and the information memorandum to the Stock Exchange of Thailand according to the document mentioned in the reference. TTB would like to inform that it also held the Board of Directors' Meeting (Special Session) Meeting No. 1/2025 on Friday, 28 February 2025, which resolved to approve the adding of 1 more agenda for the 2025 Annual General Meeting of Shareholders, to be Agenda 5; To consider and approve the increase of the number of directors and the election of a new director. ______________________________________________________________________ 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.