26 May 2020 08:55:00
Change of Directors and Power, Entering into Connected Transaction, Entering into Transaction on Acquisition of Assets and Determination of the AGM 2020 of Shareholders
Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 25-May-2020 Shareholder's meeting date : 17-Aug-2020 Beginning time of meeting (h:mm) : 10 : 00 Record date for the right to attend the : 15-Jul-2020 meeting Ex-meeting date : 14-Jul-2020 Significant agenda item : - Omitted dividend payment - Capital increase - Acquisition and disposition of assets - Connected transaction - Changing the director(s) Venue of the meeting : at the Conference Room, 9th Floor (Room B), Interlink Tower, Debaratna Road, Bangna-Tai Sub-District, Bangna District Bangkok 10260 Remark : Agenda 1 To consider certifying Minutes of the Extraordinary of Shareholders No. 2/2019, held on 18 November 2019 Agenda 2 To acknowledge the Company's operating result for the year 2019 Agenda 3 To consider approving the financial statements ended as at 31 December 2019 Agenda 4 To consider approving the omission of allocation of net profit as legal reserve and the omission of dividend payment from the operating result for the year 2019 Agenda 5 To consider approving the appointment of directors in replace of directors who will retire by rotation Agenda 6 To consider approving the determination of the remuneration of directors of the Company and sub-committee for the year 2020 Agenda 7 To consider approving the appointment of auditors and the determination of audits' remuneration for the year 2020 Agenda 8 To consider approving the increase of the Company's registered capital and approving the amendment to Clause 4 of the Memorandum of Association of the Company to be in accordance with the increase of registered capital Agenda 9 To consider approving the allocation of the newly issued ordinary shares of the Company to the existing shareholders proportionate to their respective shareholdings (Rights Offering) Agenda 10 To consider approving the entering into the transaction on acquisition of the total number of ordinary shares in Green Net 1282 Company Limited from the existing shareholders Agenda 11 To consider approving the entering into the transaction on business and assets under tradename "Komchadluek" from Nation Multimedia Group Public Company Limited which is a connected transaction Agenda 12 Any other matter (if any) ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 25-May-2020 Number of additional common shares : 321,262,086 (shares) Total of additional shares (shares) : 321,262,086 Par value (baht per share) : 1.00 Type of allocated securities : Common shares Allocated to : Common shares's shareholders Number of allotted shares (shares) : 321,262,086 Ratio (Old : New) : 5 : 2 Subscription price (baht per share) : 0.53 Subscription period : From 12-Nov-2020 to 18-Nov-2020 Record date for the right to : 16-Oct-2020 subscribe additional shares Ex-Rights Date (XR) : 15-Oct-2020 ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Omitted dividend payment Date of Board resolution : 25-May-2020 Omitted dividend payment from : Operating period from 01-Jan-2019 to 31-Dec-2019 ______________________________________________________________________ Change of director/Executive The Board of Directors' meeting No. 2/2020, held on 25 February 2020, resolved to approve to propose to the 2020 Annual General Meeting of Shareholders to consider approving the appointment of directors in replace of directors who will retire by rotation. In the 2020 Annual General Meeting of Shareholders, there are 4 directors retiring by rotation as follows: 1. Mr. Sutee Phongpaiboon Position Independent director and Chairman of the Audit Committee and Chairman of the Nomination and Remuneration Committee 2. Mr. Chatchai Pokogwai Position Independent director and managing director 3. Mrs. Veerawan Vararuth Position Independent director 4. Mr. Metha Soonthornjit Position Independent director and member of the Audit Committee The 2020 Annual General Meeting of Shareholders is proposed to consider approving the appointment of the following 3 directors to resume the positions for another term. 1. Mr. Sutee Phongpaiboon Position Independent director and Chairman of the Audit Committee and Chairman of the Nomination and Remuneration Committee 2. Mr. Chatchai Pokogwai Position Independent director and managing director 3. Mrs. Veerawan Vararuth Position Independent director In addition, the Board of Directors' meeting No. 2/2020 approved to propose to the 2020 Annual General Meeting of Shareholders to consider approving the appointment of Mr. Suttichai Bunnag to take a position of Independent director and member of the Audit Committee in replace of Mr. Metha Soonthornjit which shall retire by rotation. ______________________________________________________________________ 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. 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