Cal-comp Electronics (thailand) Public Co., Ltd.SET: CCET

2025 AGM Invitation

· MarketScreener

Invitation of the Annual General Meeting of Shareholders No.1/2025

Cal-Comp Electronics (Thailand) Public Company Limited

"CCET"

April 30, 2025 at 08.30 A.M.

By meeting through electronic media only*

April 8, 2025

Subject

:

Invitation to attend the Annual General Meeting of Shareholders No. 1/2025 via

electronic media (E-AGM)

Attention

:

Shareholders of Cal-Comp Electronics (Thailand) Public Company Limited

Enclosures

:

  • 1. Copy of Minutes of the Annual General Meeting of Shareholder No.1/2024

  • 2. Annual Report 2024 (Form 56-1 One Report) (QR Code)

  • 3. Guidelines for attending the Meeting via electronic media (E-AGM) and the Appointment of Proxies

  • 4. Information of proposed directors in replacement of those retired by rotation

  • 5. Registration form ("Notification of Meeting") with 2024 Annual Report in QR Code

  • 6. Proxy Form

  • 7. Details of the independent directors as the proxy holder

  • 8. Company's Article of Association relating to the General Meeting of Shareholders

  • 9. Manual for E-AGM System

By the resolution of the Board of Directors of Cal-Comp Electronics (Thailand) Public Company Limited, ("Company") the Annual General Meeting of Shareholders No. 1/2025 will be held on Wednesday 30 April, 2025 at 08.30 a.m. via the electronic media only (there will be no on-site registration) and broadcast live from the conference room of Cal-Comp Electronics (Thailand) Public Company Limited which located at Floor18 No. 191/54, 191/57 CTI Tower Building, Rachadapisek Road, Klongtoey District, Bangkok 10110 to consider the following agenda:

Agenda Item 1

To certify the Minutes of the Annual General Meeting of Shareholders No. 1/2024

Preamble: The Annual General Meeting of Shareholders No. 1/2024 was held on April 30, 2024 of which the copy of the Minutes as detailed in Attachment 1 and posted on the Company's website(www.calcomp.co.th)

Opinion of the Board: The Board of Directors considered that it was correctly recorded as proposed, therefore, the minutes of the Annual General Meeting of Shareholders No. 1/2024 be certified.

Agenda Item 2

To consider and approve the Audited Financial Statements of the year ended 2024

Preamble: The financial statements 2024 of the Company and subsidiary companies were audited and certified by the Auditor and were reviewed by the Audit Committee that was correct. The details of financial statements can be summarized as follows:

Item

Amount

Total Assets

Baht 83,011.64 million

Total Liabilities

Baht 56,937.72 million

Total Shareholder's equity

Baht 26,073.92 million

Total Revenues

Baht 147,733.00 million

Net Income

Baht 2,562.80 million

Earnings per share

Baht 0.25 per share

Opinion of the Board: The Company has recorded net profit of Baht 2,562.80 million in 2024 and its 2024 financial statements has been audited by the auditor and reviewed by the Audit Committee, be proposed to the Annual General Meeting of Shareholders for approval.

Agenda Item 3

To consider and approve the appropriation of net profit as legal reserve and declaration of dividend payment for the year 2024

Preamble: The Company has the dividend policy to pay not less than 30% of its Company consolidated net profit of each fiscal year after legal reserve. Provided that the rate of dividend payment will be subject to cash flows and investment plans of the Company and its subsidiaries, as well as regulatory restrictions and other requirements.

The subsidiaries' dividend payment will depend on the consideration of the Company, as the case may be.

The Board of Director proposed the Meeting to approve the appropriation and retaining of the net profit Baht 1,045 million as legal reserve and the declaration of dividend payment from the Company consolidated net profit for the period of July-December 2024 in the amount of cash dividend total Baht 1,358,500,368.03 with the following details and conditions;

  • - Payment in the form of cash dividend of Baht 0.13 per share in the amount of the total outstanding shares entitled for the dividend is 10,450,002,831 shares.

  • - The payment of dividends will be paid from the Company consolidated net profit and retained earnings that still enjoys the tax exemption for corporate income tax under the BOI privileges, therefore, the dividend is not subject to withholding tax in Thailand.

  • - The right to receive the dividend depends on the resolution of Annual General Meeting of Shareholders No.1/2025.

It is proposed that the shareholders entitled to receive the said dividends be determined on March 20, 2025 (Record Date). The payment of dividends shall be made to the shareholders within May 20, 2025.

In 2024, the Company declared the interim dividend payment at the rate of Baht 0.07 per share in cash from the net profit on and from January 1, 2024 to June 30, 2024, or equivalent to the amount of Baht 731,500,198.17

The past of dividend payment record as the following:

Details of dividend payment

2024 (included interim dividend)

2023 (included interim dividend)

Net profit attributed to shareholders of the Company (Million Baht)

2,602.72

1,115.61

No. of share (Million Share)

10,450.00

10,450.00

Dividend payment (Baht/share)

0.20

0.1150

Total dividend Amount (Million Baht)

2,090.00

1,017.75

Dividend payout ratio (%)

80.30%

91.23%

Opinion of the Board: The Board of Directors have considered and agreed the appropriation and retaining of the net profit Baht 1,045 million as legal reserve and the declaration of cash dividend payment of Baht 0.13 per share from the Company consolidated net profit and retained earnings for the period of July-December 2024 in the amount of cash dividend at total Baht 1,358,500,368.03. The record date for the shareholders who have right to receive the dividend will be on March 20, 2025. The dividend will be paid on May 20, 2025. Therefore, proposed to the Annual General Meeting of Shareholders for approval. In the meantime, the right to receive dividend, as the case maybe, is uncertain as it has not yet been approved by shareholders.

Agenda Item 4

To consider and approve the appointment of directors to replace those retired by rotation for the year 2025

Preamble: According to the Public Limited Companies Act B.E. 2535 (as amended), at every

Annual General Meeting of Shareholders, one-third (1/3) of the Directors, or if it is not a multiple of three, then the number nearest to one-third (1/3) must retire from office. Therefore, the following directors would retire:

  • (1) Mr. Hsu, Chieh-Li

  • (2) Mr. Hsu, Sheng-Chieh

  • (3) Mr. Chen, Yee-Chang

  • (4) Mr. William Hang Man Chao

The Company has invited all shareholders to nominate the qualified person to be elected as the Company director as well as to propose the meeting agenda on the Company's website. However, there was neither proposal of director nominee nor meeting agenda submitted to the Company. Although the process of selecting the Directors is not supervised by a nomination committee, as the Company has no such committee, however the Board selected the candidates by considering maximum benefit for the Company's business and proposed to re-elect four directors, Mr. Hsu, Chieh-Li, Mr. Hsu, Sheng-Chieh,

Mr. Chen, Yee-Chang and Mr. William Hang Man Chao to resume their positions as the Directors of the Company for another term, which is subject to the approval of the Annual General Meeting of

Shareholders No. 1/2025. The profiles of each director are detailed in Attachment 4.

Opinion of the Board: The Board of Directors resolved that to re-elect Mr. Hsu, Chieh-Li, Mr. Hsu, Sheng-Chieh, Mr. Chen, Yee-Chang and Mr. William Hang Man Chao to resume their positions as the

Directors of the Company for another term because they are knowledgeable and competent persons who can distribute for the Company's success which is subjected to the Annual General Meeting of Shareholders for approval.

Agenda Item 5

To consider and approve the determination of remuneration for Board of Directors for the year 2025

Preamble: The Company has established remuneration to the Directors in a precise and transparent manner and proposed to approve by shareholders' meeting. At the present, the Company does not have the Compensation Committee, however, the remuneration will be worthwhile to the assigned duties and responsibilities, and it will be highly rewarding for the Company to attract and to maintain qualified personnel. For year 2025, the Company proposed the Board of Directors' remuneration shall not exceed Baht 26,000,000.

Opinion of the Board of Directors: The Board of Directors have agreed the Board of Directors' remuneration shall not exceed Baht 26,000,000 for the year 2025 and proposed to the Annual General Meeting of Shareholders for approval.

To consider and approve the appointment of the Company's auditor and audit fee for the year 2025.

Preamble: The Company has appointed EY Office Limited to serve as its independent auditor since year 2000. There are no relationships or conflict of interest among the independent auditor, the Company and its subsidiaries, the executives, the shareholders, or others related parties.

The Board of Directors agreed to propose the appointment of Ms. Orawan Techawatanasirikul, C.P.A. Registration No. 4807 and/or Ms. Rosaporn Decharkom, C.P.A Registration No. 5659 and/or Ms. Naraya Srisukh, C.P.A. Registration No. 9188 and/or Ms. Wilaiporn Chaowiwatkul, C.P.A Registration No. 9309 of EY Office Limited be appointed as the Company's auditor for the year 2025 for a total remuneration of Baht 5,200,000 (Year 2024 was Baht 5,100,000 and no other fee) in consider the Company's expanded global operation and more of adopted of accounting principles in the new coming year. In the event auditors are unable to perform their duties

As the Company does not use the same audit firm for the Company and subsidiary companies because of the following:

  • 1. EY Office Limited, the Company's auditor and PriceWaterHouse Coopers, the subsidiaries' auditor are global top 4 audit firms, therefore, the audited financial statements from these 2 firms should be reliable.

  • 2. To leverage the sources of two different independent firms to better improve the Company's auditing system.

Note:

  • 1. Ms. Orawan Techawatanasirikul was the Company's auditor for 3 years during 2022-2024. But she did not audited, give suggestion and sign financial statements.

  • 2. Ms. Rosaporn Decharkom was the Company's auditor for 11 years during 2014-2024, she has audited, gave suggestion and sign financial statements for 2 years during 2022-2023. Ms. Roshaporn Decharkom is still eligible to be the Company's auditor and signed financial statements for year 2024 until completing 7 consecutive fiscal years as stipulated by SEC

  • 3. Ms. Naraya Srisukh was the Company's auditor for 1 years during 2024, she has audited, gave suggestion and sign financial statements for 1 year during 2024. Ms. Naraya Srisukh is still eligible to be the Company's auditor and signed financial statements for year 2025 until completing 7 consecutive fiscal years as stipulated by SEC

  • 4. Ms. Wilaiporn Chaowiwatkul was the Company's auditor for 1 year during 2024. But she did not audited, give suggestion and sign financial statements.

The Audit Committee has reviewed the proposal of EY Office Limited to continue as External Auditor for the Company. EY Office Limited has performed their duty well in the past 25 years. The Audit Committee recommend to the AGM to re-appoint EY Office Limited as its external auditor for the year 2025 as proposed.

Opinion of the Board: The Board of Directors have agreed the appointment of Ms. Orawan Techawatanasirikul, C.P.A. Registration No. 4807 and/or Ms. Rosaporn Decharkom, C.P.A Registration No. 5659 and/or Ms. Naraya Srisukh, C.P.A. Registration No. 9188 and/or Ms. Wilaiporn Chaowiwatkul, C.P.A Registration No. 9309 of EY Office Limited be appointed as the Company's auditor for the year 2025 for a total remuneration of Baht 5,200,000 and proposed to the Annual General Meeting of Shareholders for approval.

To consider and approve the newly add of the Company's objectives and the amendment to clause 3 of the Company's Memorandum of Association in order to correspond to the newly add of the Company's objective.

Preamble: The Company has seen the necessity to add the Company's objectives under the Memorandum of Association in order to accommodate and to support the Company's operation by newly add Objective 33, and approved the amendment of Clause 3 of the Company's Memorandum of Associate in order to correspond to the amendment of the Company's objectives; details as follow:

Additional of the Company's objectives:

Objective 33

Previous: -None- New:

"Operate a business for establishing and managing a free zone which is permitted by the Customs Department for industrial, commercial, or other activities for the benefit of the company or other persons."

Clause 3 of Memorandum of Association

Clause 3

Former:

"There are 32 objectives for which the company is established, the details of which are shown in the attached Form BorMorJor. 002." Amend:

"There are 33 objectives for which the company is established, the details of which are shown in the attached Form BorMorJor. 002."

Opinion of the Board of Directors: The Board of Directors have agreed the amendment of Company's objectives and the amendment to Clause 3 to the Company's Memorandum of Association in order to correspond to the addition of the Company's objective and proposed to the Annual General Meeting of Shareholders for approval.

Agenda Item 8

To consider any other business (if any).

The Board of Directors had passed a resolution to set up the Record Date on March 20, 2025 and collects the names of shareholders in order to determine the shareholders' entitlement to attend the Annual General Meeting of Shareholders No. 1/2025.

The shareholders of Cal-Comp Electronics (Thailand) Public Company Limited are cordially invited to attend the meeting at the date, time and place mentioned above. The Company will conduct the meeting in accordance with the Company's Article of Association concerning the shareholders' meeting as detailed in Attachment 8.

For shareholders attending in person via electronic media: Please register through link. https;//portal.eservice.set.or.th or scan the QR Code specified in Attachment 3 and prepare the registration documents (as specified in Attachment 3) to register through the e-Service Platform from April 18, 2025*. The registration documents will be reviewed to ensure the identification of the shareholders. After the documents are reviewed and confirmed, the shareholders will obtain the email with Username and Password for logging into the electronic meeting system (e-Service Platform) on the date of the Meeting from 06.30 a.m. onwards. Please refer Attachment 9 for the Manual for E-AGM System for more details.

For shareholders attending by proxy via electronic media: Shareholders may appoint any person to act as their proxy to attend the electronic meeting. In such case, please prepare the registration documents

(Attachment 3) and Proxy Form B (Attachment 6), and submit all documents to the Company via both (1) email atIR@calcomp.co.th and (2) via post at the following address;

Company Secretary

Cal-Comp Electronics (Thailand) Public Company Limited

191/54,191/57 CTI Tower, 18th Floor, Rachadapisek Road

Klong Toey, Bangkok 10110

Such proxy documents together with the required supporting documents must be sent via post to the Company within the office hour of April 28, 2025

The registration document will be reviewed to ensure the identification of the shareholders. Upon review and confirmed, the proxy will obtain the email with Username and Password for logging into the electronic meeting system (e-Service Platform) on the date of the Meeting from 06.30 a.m. onwards. Please see the procedure in attending E-AGM (Attachment 9) for more details.

* Please register through e-Service Platform at least 3 days before April 30, 2025 for the convenience in attending the meeting on the Meeting date.

In addition, shareholders may appoint either one of the following independent directors of the Company: Mr. Alan Chi Yim Kam or Mr. Thanasak Chanyapoon as their proxy. In such case, please prepare the registration document and Proxy Form B (Attachment 6) together with the required document in proxy granting (as described in Attachment 3). After that, please must send all documents to Company via email and via post at the address within the timeline as specified above. The appointed independent director shall vote in each agenda as stated by the shareholder in the Proxy Form. Profiles of the independent directors are set out in Attachment 7.

The Company has sent the 2024 Annual Report (Form 56-1 One Report) to all shareholders in QR-Code type along with Registration Form (Attachment 5). However, if any shareholders would like to have a copy of annual report in hard copy, they may request it from Investor Relations Department, Cal-Comp Electronics (Thailand) Public Company Limited 191/54,191/57 18th Floor, CTI Tower, Rachadapisek Rd., Klongtoey, Bangkok 10110, telephone number 0-2261-5033-36, facsimile number 0-2661-9396

Please be informed accordingly.

Sincerely Yours,

(Mr. Hsu, Chieh-Li)

Chairman

Investor Relations Department Tel : (02) 2615033-36

Minutes of the Annual General Meeting of Shareholders No. 1/2024

Of

CAL-COMP ELECTRONICS (THAILAND) PUBLIC COMPANY LIMITED

Time and Place

Held on April 30, 2024 at 08.30 a.m. in only one form via electronic media (E-AGM) which was in accordance with the requirements of the laws in relation to Electronic Meetings, and broadcast live from the conference room of Cal-Comp Electronics (Thailand) Public Company Limited located at Samut Sakhon Factory, R&D Building, 5th Floor, 60 Moo 8, Sethakij Road, Tambon Klong Maduea, Amphoe Krathum Baen, Samut Sakhon, Thailand ("the Meeting")

Preliminary Proceeding

Mr. Hsu, Chieh-Li, Vice Chairman of the Board, was Chairman of the Meeting ("Chairman"). The Chairman stated that there were 4 shareholders attending online and 103 shareholders attending by proxies, together, total 107 shareholders of the Company present in person and by proxy, representing 9,078,816,263 shares which are more than one-third of the total issued shares of the Company (there are 8,894 shareholders in the Company, holding altogether 10,450,002,831 shares) and that a quorum was formed. The Chairman informed that the attended directors, management, auditors and legal advisors were as follows:

Attended directors

7 persons

  • 1. Mr. Hsu, Chieh-Li

    Vice Chairman

    Director

    Managing Director

    Director

    Chairman of Audit Committee and Independent Director

    Audit Committee and Independent Director

    Audit Committee and Independent Director

    Unattended directors

    4 persons

    1. Mr. Hsu, Sheng-Hsiung

    Chairman

    2. Mr. Hsu, Sheng-Chieh

    Director

    3. Mr. Chen, Yee-Chang

    Director

    4. Mr. Tien, Hung-Mao

    Independent Director

    Attended managements

    1 person

    1. Ms. Luo, Chia-Chu

    Vice Director of Finance and Accounting

    Auditor

    2 persons

    1. Ms. Rosaporn Decharkom

    EY Office Limited

    2. Ms. Naraya Srisukh

    EY Office Limited

    Legal Counsel

    1 person

    1. Ms. Nicharee Srikongrak

    R&T Asia (Thailand) Limited.

    Page 8 of 43

  • 2. Mr. Chen, Wei-Chang

  • 3. Mr. Khongsit Choukitcharoen

  • 4. Mr. Chiang, Tai-Chang

  • 5. Mr. Alan Chi Yim Kam

  • 6. Mr. William Hang Man Chao

  • 7. Mr. Thanasak Chanyapoon

Then, the Chairman declared the meeting open and introduced the following matters:

The Chairman assigned Mrs. Sunadda Jaypong and Ms. Yi-Chun, Chou ("Corporate Representatives") to explain the voting procedure via electronic media and details for each agenda. There are two cases in casting votes as the following:

  • 1. In case of the shareholder in person via electronic media (E-AGM), the Chairman would propose the Meeting to consider and approve each agenda. At the time of voting for each agenda the system will allow voting for that agenda. Shareholders are required to click the Vote button within the period specified. Attendees can choose to vote for "Agree", "Disagree" and "Abstained" for each agenda, and if attendees do not vote anything within the voting period will be considered as "Agreed" and there will be 2 minutes to vote, except for Agenda 4 which will have 1 minute to vote for each nominated director.

  • 2. In case of the proxy holders via electronic media (E-AGM), the proxy form B as formulated by the Department of Business Development was applied that the shareholder could choose either to authorize the proxy to vote on behalf of his/her or to specify his/her opinion in the proxy form and such particular votes submitted during registration would be counted for the Meeting's resolution.

The shareholders have 1 vote for 1 share. In the meeting, there will be Q&A session before entering the voting session of each agenda. Shareholders will have opportunity to send questions or to express their opinion in the issue relating to such agenda as appropriate by typing his/her first name-surname and the questions via DAP e-Shareholder Meeting Platform to queue up, and the Company will unmute the microphone and/or camera to allow him/her to ask such questions in person.

The Chairman reported the Meeting that the document for today's meeting, which were already distributed to all shareholders before the meeting day.

The Company had posted an announcement on the Company's website to inviting shareholders to propose any matters that they consider as important to be included on the Meeting agenda as well as names of qualified nominees to be selected as the Company's directors. The proposal should be submitted to the Company by January 31, 2024. However, there had been no propositions sent to the Company. Therefore, the Chairman proceeded with the Meeting in accordance with the following notified agendas:

Agenda Item 1

To certify the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2023

The Chairman and Corporate Representatives informed the Meeting to consider certifying the Minutes of the Extraordinary General Meeting of Shareholders No.1/2023 held on October 3, 2023 as per the details in the documents, which had already been distributed to all shareholders.

When there were no other proposals or query, the Chairman asked the Meeting to vote for Agenda 1 via the DAP e-Shareholder Meeting Platform.

After the witnesses finished with the vote calculation, the resolution results of the agenda item 1 had been announced and appeared on the meeting screen as the following;

Votes

Number of votes

Percentage of voting rights exercised by the shareholders

Agreed

9,040,905,401

100.0000%

Disagreed

0

0.0000%

Abstained

0

-

Voided ballots

0

-

Resolution:

The Meeting by unanimously votes of shareholders who attended and cast their votes approved the Minutes of the Extraordinary General Meeting of Shareholders No.1/2023 as the Board proposed.

Agenda Item 2

To consider and approve the Audited Financial Statements of the year ended 2023

The Chairman and the Corporate Representatives informed the Meeting to consider and approve the financial statement year 2023 were audited and certified by the Auditor and were reviewed by the Audit Committee for the year 2023. The details of financial statement can be summarized as follows:

Item

Amount

Total Assets

Baht 85,837.77 million

Total Liabilities

Baht 59,611.46 million

Total Shareholder's equity

Baht 26,226.31 million

Total Revenues

Baht 150,812.72 million

Net Profit

Baht 1,107.21 million

Earning per share

Baht 0.17 per share

  • - The total asset as at year end of 2023 was 85,837 million Baht, which decreased by 11.09% from 2022. The decline was primarily driven by a significant reduction in current assets, which accounted for 92.82% of the total decrease in total assets.

  • - Total liability as at year end of 2023 was 59,611 million Baht, which decreased by 23.46% as compared with year 2022 and is mainly due to the notable decrease in short-term and long-term loan by Baht 11,758.72 million as well as the decreased of Trade and other payables by Baht 4,670.14 million in accordance with the Company and its subsidiaries' operation and ongoing manufacturing expansion.

  • - The shareholders' equity of 2023 was 26,226 million Baht, which increased by 40.51% compared to 2022 and is mainly due to the increased in retained earnings and share capital during the year 2023.

  • - The Company has total revenue of 150,813 million Baht in 2023, which decreased by 12.50% as compared with year 2022. The decreased sales revenue was mainly impacted by overall reduced global market demand as compared to the same period of previous year.

  • - The Company's net profit for the year 2023 was 1,107 million Baht, which increased by 40.97% from year 2022 and the increased net profit for year 2023 was mainly related to the overall improved business management during the period as compared to previous year.

When there were no other proposals or query, the Chairman asked the Meeting to vote for Agenda 2 via the DAP e-Shareholder Meeting Platform.

After the witnesses finished with the vote calculation, the resolution results of the agenda item 2 had been announced and appeared on the meeting screen as the following.