Letter No.: | CEO. 012/2025 | |
Subject: | Dividend Payment, Schedule and Agenda of the 2025 Annual General Meeting of | |
Shareholders (AGM), and Record Date | ||
To: | The President The Stock Exchange of Thailand | |
Headline: | Dividend Payment, Schedule and Agenda of the 2025 Annual General Meeting of | |
Shareholders (AGM), and Record Date (Revised) | ||
Security Symbol: | IRPC | |
Announcement Details | ||
Schedule of Shareholders' meeting | ||
Subject | Schedule of Annual General Meeting of Shareholders | |
Date of Board resolution | 10-Feb-2025 | |
Shareholder's meeting date | 02-Apr-2025 | |
Beginning time of meeting (hh:mm) | 09 : 30 | |
Record date for the right to attend the meeting | 26-Feb-2025 | |
Ex-meeting date | 25-Feb-2025 | |
Significant agenda item | - Cash dividend payment | |
- Changing / renewal of the term of the director(s) | ||
Venue of the meeting | Electronic Meetings (e-Meeting) | |
Agenda Item 1 | ||
Agenda Detail | Acknowledge the 2024 Operating Results Report | |
Type | To acknowledge | |
Board's Resolution |
After due consideration, the Board found it appropriate to propose to the AGM to acknowledge the 2024 operating results report.
Agenda Item | 2 |
Agenda Detail | Approve the 2024 Financial Statements |
Type | To Consider and approve |
Board's Resolution
After due consideration, the Board found it appropriate to propose to the AGM to approve the financial statements for the year ended December 31, 2024, which have been audited by the auditor and reviewed by the Audit Committee as accurate.
Agenda Item | 3 |
Agenda Detail | Approve the Dividend Payment for the 2024 Operating |
Results | |
Type | To Consider and approve |
Board's Resolution
After due consideration, the Board found it appropriate to propose to the AGM to approve the dividend payment for the 2024 operating results, allocated from the unappropriated retained earnings as of December 31, 2024, at the rate of 0.01 Baht per share, amounting to approximately 204 million Baht
the dividend payment is scheduled on April 25, 2025. (The entitlement to receive this dividend is still subjects to the approval of the 2025 Annual General Meeting of Shareholders.)
More detail Agenda Item 3
The amount of 0.01 Baht per share is paid from the unappropriated retained earnings, which were not subject to corporate income tax due to offsetting with the Company's tax losses. Individual shareholders will be subjected to a 10% withholding tax and will not be able to claim a tax credit for the dividend.
Dividend payment / Omitted dividend payment | |
Subject | Cash dividend payment |
Date of Board resolution | 10-Feb-2025 |
Type of dividend payment | Cash dividend payment |
Record date for the right to receive dividends | 26-Feb-2025 |
Ex-dividend date | 25-Feb-2025 |
Payment for | Common shareholders |
Cash dividend payment (baht per share) | 0.01 |
Par value (baht) | 1.00 |
Payment date | 25-Apr-2025 |
Paid from | Retained Earnings |
Agenda Item | 4 |
Agenda Detail | Approve the Appointment of Auditors and Determine its |
Auditor Fees for the Year 2025 | |
Type | To Consider and approve |
Board's Resolution
After due consideration, the Board agreed with the Audit Committee's recommendation to propose to the AGM to approve the appointment of the auditors from EY Office Limited ("EY") as the Company's auditors for the year 2025, with any one of the following auditors is authorized to certify the Company's financial statements for the year 2025
1. Mr. Vorapoj Amnauyanit CPA Reg. No. 4640 (signed the Company's financial statements for the year 2023 and 2024) or 2. Mr. Kittiphun Kiatsomphob CPA Reg. No. 8050 (signed the Company's financial statements for the year
2022) or 3. Mr. Termphong Opanaphan CPA Reg. No. 4501 (never signed the Company's financial statements)
The audit fees for the year 2025 would be 2,920,000 THB (two million nine hundred twenty thousand Baht), excluding other miscellaneous expenses, which would not exceed 130,000 THB, which is a general practice.
Auditors Appointment | |
No 1 | |
Auditor Name | Mr. VORAPOJ AMNAUYPANIT |
CPA License No. | 4640 |
Accounting and Audit firm | EY OFFICE LIMITED |
Audit End Date | 31-Dec-2025 |
No 2 | |
Auditor Name | Mr. KITTIPHUN KIATSOMPHOB |
CPA License No. | 8050 |
Accounting and Audit firm | EY OFFICE LIMITED |
Audit End Date | 31-Dec-2025 |
No 3 | |
Auditor Name | MR. TERMPHONG OPANAPHAN |
CPA License No. | 4501 |
Accounting and Audit firm | EY OFFICE LIMITED |
Audit End Date | 31-Dec-2025 |
Agenda Item | 5 |
Agenda Detail | Approve the Remuneration of the Directors for the Year |
2025 | |
Type | To Consider and approve |
Board's Resolution
After due consideration, the Board agreed with the Nomination and Remuneration Committee's recommendations, to proposed to the AGM to approve the remuneration of the directors for the year 2025 at the same rates as those for the year 2024, and the omission of directors' bonus.
More detail Agenda Item 5
1. Directors' remuneration for the year 2025: This includes (1) Allowance for directors (Monthly)and (2) Meeting Allowance for the Board of Directors and sub-committees (per meeting attended). The rates are proposed to remain the sameas those for the year 2024, as follows:
Board of Directors | Monthly Allowance | Meeting Allowance | Other Benefits |
(Per month) | (Per attendance) | (Both monetary & non-monetary) | |
Chairperson | Baht 60,000 | Baht 60,000 | None |
Director | Baht 45,000 | Baht 45,000 | None |
Monthly Allowance | Meeting Allowance | Other Benefits |
Sub-Committees | ||
(Per month) | (Per attendance) | (Both monetary & non-monetary) |
Sub-Committees:Consisting of the Audit Committee, the Nomination and Remuneration Committee, the Corporate Governance and Sustainability Committee, and the Risk Management Committee, (Including other sub-committees, which may be later appointed by the Board of Directors)
Chairperson | None | Baht 60,000 | None |
Director | None | Baht 45,000 | None |
Agenda Item | 6 |
Agenda Detail | Elect or Re-elect Directors in Replacement of Those |
Retiring by Rotation | |
Type | To consider and approve the appointment of directors |
Board's Resolution (Update)
The Board's opinions: At the 2025 Annual General Meeting of Shareholders, there are 5 directors who have to retire by rotation. They are (1) Mr. Bundhit Eua-arporn, (2) Mr. Yordchatr Tasarika, (3) General Aittipol Suwannarat, (4) Pol.Lt. Gen. M.D. Sopnarush Singhajaru, and (5) Mr. Pongpun Amornvivat (He submitted his resignation letter on January 17, 2025).
The Board of Directors, excluding any directors considered having conflicts of interest, had reviewed the recommendation of the Nomination and Remuneration Committee, who thoroughly considered, and after due consideration, the Board deemed it appropriate to propose to the AGM to elect or re-elect 5 directorial candidates to be directors or independent directors of the Company to replace those retiring by rotation. The nominated directors no.
- - 4) are qualified according to IRPC's definition of independent director as follows:
- Mr. Bundhit Eua-arporn to be re-elected as Independent Director for another term
- Mr. Yordchatr Tasarika to be re-elected as Independent Director for another term
- General Aittipol Suwannarat to be re-elected as Independent Director for another term
- Pol.Lt.Gen. M.D. Sopnarush Singhajaru to be re-elected as Independent Director for another term
- Mrs. Rosaya Teinwan to be elected as Director in Replace of Mr. Pongpun Amornvivat
Change of director/Executive | |
New election | |
Director Name | MRS. Rosaya Teinwan |
Position in company (1) | Director |
Effective Date (1) | 02-Apr-2025 |
Change of director/Executive | |
Re-election | |
Director Name | Mr. BUNDHIT EUA-ARPORN |
Position in company (1) | INDEPENDENT DIRECTOR |
Effective Date (1) | 06-Apr-2024 |
Change of director/Executive | |
Re-election | |
Director Name | Mr. YORDCHATR TASARIKA |
Position in company (1) | INDEPENDENT DIRECTOR |
Effective Date (1) | 05-Apr-2022 |
Change of director/Executive | |
Re-election | |
Director Name | Pol.Lt.Gen. SOPNARUSH SINGHAJARU |
Position in company (1) | INDEPENDENT DIRECTOR |
Effective Date (1) | 23-Aug-2024 |
Change of director/Executive | |
Re-election | |
Director Name | GEN. AITTIPOL SUWANNARAT |
Position in company (1) | INDEPENDENT DIRECTOR |
Effective Date (1) | 05-Apr-2022 |
Agenda Item 7 | |
Agenda Detail | Approve the Company's Five-Year Financing Plan (2025 - |
2029) | |
Type | To Consider and approve |
Board's Resolution |
After due consideration, the Board found it appropriate to propose to the AGM to approve the Company's 5-Year Financing Plan (2025 - 2029) for investment purposes and/or refinancing of the existing loans that are due and/or using as working capital by borrowing from financial institutions and/or issuing debentures and/or other financial instruments from domestic and/or international sources within a 5-year period (2025 - 2029). This borrowing may be in Thai Baht, US Dollars, and/or other foreign currencies, up to an equivalent amount not exceeding 50,000 million Baht. The Management is to present the details of each loan/funding plan to the Board of Director for approval before proceeding.
Agenda Item | 8 |
Agenda Detail | Any other businesses (If any) |
Type | To Consider and approve |
Board's Resolution
According to the Public Limited Companies Act, B.E. 2535, Section 105, (paragraph 2) "the shareholders, holding shares amounting to not less than one-third of the total number of shares sold, may request the meeting to consider matters other than those indicated in the notice."
More detail
The Company had granted minority shareholders the right to propose any additional agenda items for the 2025 Annual General Meeting of Shareholders and to nominate candidates for election as company directors in advance from September 3, 2024, to December 31, 2024. The information regarding the exercise of these rights and the procedures is published on the Company's website (www.irpc.co.th) and the Stock Exchange of Thailand's news system (SET Link). However, no minority shareholders have proposed any additional agenda items and/or nominated any directors.
The notice of the 2025 Annual General Meeting of Shareholders, the meeting agenda, guidelines and procedures for attending the meeting, voting at the meeting via electronic devices (e-Meeting) in a complete and comprehensive manner will be published on the Stock Exchange of Thailand's news system (SET Link) and the Company's website (www. irpc.co.th) from March 3, 2025 onward. For any inquiries, shareholders can contact us via email: CG@irpc.co.th, or reach the Corporate Affairs Office at 0-2765-7000, or through any other channels specified in the meeting notice.
The company hereby certifies that the information above is correct and complete.
Signature _________________
(MR.Terdkiat Prommool)
President and Chief Executive Officer
Authorized person to disclose information
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