Invitation letter for the 2025 Annual General Meeting of Shareholders
(electronic meeting (e-AGM))
Quality Houses Public Company Limited
Tuesday 22nd April 2025
Meeting starts at 10.30 a.m.
The Company arranges the 2025 Annual General Meeting of Shareholders
in electronic meeting (e-AGM) format only without arranging any meeting rooms
Online registration only to attend the meeting
**Shareholders, please study the registration process to attend the meeting according to the Electronic Meeting System User Manual in the meeting invitation letter**
Broadcast location: Q House Lumpini Building, No.1 South Sathorn Road, Thungmahamek, Sathorn, Bangkok 10120
Contents
Invitation Letter for the 2025 Annual General Meeting of Shareholders
Page | ||
1. Invitation to attend the 2025 Annual General Meeting of Shareholders | 1 | |
(electronic meeting (e-AGM)) | ||
2. Enclosures | ||
2.1 Factual Details and Reasons of the Agendas for Shareholders' Consideration | 7 | |
(Enclosure No.1) | ||
2.2 | The Copy of the Minutes of the 2024 Annual General Meeting of Shareholders | 16 |
(Enclosure No.2) | ||
2.3 | The Information of the Company's Directors who appointed to be Directors | 33 |
(Enclosure No.3) | ||
2.4 | Conditions and Procedures for e-Registration and the Appointment of Proxies to | 43 |
Attend the 2025 Annual General Meeting of Shareholders (electronic meeting | ||
(e-AGM)) (Enclosure No.4) | ||
2.5 | The Information of the Independent Directors who represent as Proxy for | 46 |
Shareholders (Enclosure No.5) | ||
2.6 | The Company's Articles of Association relating to the Annual General Meeting of | 47 |
Shareholders and Voting Procedures (Enclosure No.6) | ||
2.7 | Personal Data Protection Guideline (Privacy Notice) In accordance with the Personal | 51 |
Data Protection Act B.E. 2562 (Enclosure No.7) | ||
2.8 | Requisition Form of Form 56-1 One Report 2024 (Enclosure No.8) | 53 |
2.9 | Procedures for attending 2025 Annual General Meeting of Shareholders via | 54 |
electronic meeting (Enclosure No.9) | ||
2.10 | Guidelines for attending of Electronic Meeting by Inventech Connect | 55 |
(Enclosure No.10) |
2.11 Proxy (Form A,B, C)
(Translation)
Agenda 2 To consider acknowledging the Company's 2024 operating performance
The Board's opinion:
The Board of Directors agreed to propose the Shareholders' Meeting for consideration and acknowledgement of the Company's operating performance of the year 2024.
The meeting resolution: This agenda is for acknowledgement, therefore there is no vote casting
Agenda 3 To consider and approve the Company's statement of financial position and statement of comprehensive income for the fiscal year ended December 31, 2024 audited by the certified public accountant
The Board's opinion:
The Board of Directors agreed to propose the Shareholders' Meeting for consideration and approval of the Company's statement of financial position and statement of comprehensive income for the fiscal year ended December 31, 2024 which have been audited by the certified public accountant and approved by Audit Committee Meeting.
The meeting resolution: Majority vote of the shareholders participating in the meeting and having the right to vote.
Agenda 4 To consider and approve the dividend payment for the year 2024
The Board's opinion:
The Board of Directors agreed to propose the Shareholders' Meeting for consideration and approval of the dividend payment for the year 2024 by cash at the rate of THB 0.11 per share. Since the Company has paid interim dividend at the rate of THB 0.03 per share on September 5, 2024, the Company still has to pay dividend from the net profit of the second-half of the year 2024 at the rate of THB 0.08 per share which is according to the Company's dividend policy and the date of dividend payment will be on May 20, 2025. Regarding the allocation for legal reserve, the Company has allocated the legal reserve at the required amount by law of 10% of the registered capital of the Company.
The meeting resolution: Majority vote of the shareholders participating in the meeting and having the right to vote.
Agenda 5 To consider and approve the appointment of the Company's directors in place of the directors who are retired by rotation
Page 2
(Translation)
The Board's opinion:
For this year, the four members of the Board of Directors who would be retired by rotation are as follows:
1. | Mrs.Suwanna | Bhuddhaprasart | Director |
2. | Mr. Pravit | Choatewattanaphun | Director |
3. | Ms. Vilasna | Poonpatpibul | Independent Director |
4. | Assoc. Prof. Dr.Narongdech | Srukhosit | Independent Director |
The Board of Directors has considered and agreed with the proposal of the Nomination and Remuneration Committee, which has the criteria of nomination based on their qualification, and opined that all four directors have fully met with the qualification as specified in the Public Companies Act B.E. 2535 and have knowledge, capability, experience in business relating to the Company's operation and the four directors have well performed their obligation with the Company for a long period of time and the persons who have been proposed to be directors in this year have been passed the process of considering of the Board of Directors and thus found that their qualifications are suitable for Company business. The details shown in Page 9- 12. Moreover, there was no shareholder proposing the name of director to be considered.
The Board of Directors, therefore, approved to propose such to the Shareholders' meeting for consideration and approval to re-appoint the four directors of the Company who would be retired by rotation in this year to be directors and independent directors of the Company for another term.
The meeting resolution: Majority vote of the shareholders participating in the meeting and having the right to vote.
Agenda 6 To consider and approve the directors' remuneration for the year 2025
The Board's opinion:
The Board of Directors has considered and agreed with the proposal of the Nomination and Remuneration Committee which has an approval to propose such to the Shareholders' Meeting for consideration and approval for the remuneration of directors and sub-committee members for the year 2025 in the amount of not exceeding THB 12 million.
The meeting resolution: Votes of not less than two-thirds of the total votes of the shareholders present at the meeting
Page 3
(Translation)
Agenda 7 To consider and approve the directors' bonus for the year 2024
The Board's opinion:
The Board of Directors has considered and agreed with the proposal of the Nomination and Remuneration Committee which has an approval to propose such to the Shareholders' Meeting for consideration and approval of 2024 annual bonus compensation for all directors of not exceeding THB 12 million.
The meeting resolution: Votes of not less than two-thirds of the total votes of the shareholders present at the meeting.
Agenda 8 To consider and approve the appointment of the Company's auditors and audit fee for the year 2025
The Board's opinion:
The Board of Directors has considered and agreed with the proposal of the Audit Committee which has an approval to propose such to the Shareholders' Meeting for consideration and approval for the appointment of the auditors of EY Office Limited to be the Company's auditors and audit fee for the year 2025 in the amount of THB 1,500,000.
The meeting resolution: Majority vote of the shareholders participating in the meeting and having the right to vote.
Agenda 9 Other business (if any)
The Schedules related to the 2025 Annual General Meeting of Shareholders via electronic meeting system (e-AGM) are as follows:
Schedules | Date | |
1. | Specifying the name list of shareholders who are eligible to attend the shareholders' | March 12, 2025 |
meeting (Record Date) | ||
2. | Convening the 2025 Annual General Meeting of the Shareholders | April 22, 2025 |
3. | Specifying the name list Shareholders who are eligible to receive dividend (Record Date) | April 29, 2025 |
4. | Dividend payment | May 20, 2025 |
'
Remarks:
1. The Company has published the invitation letter, Form 56-1 One Report 2024 in Thai and English versions according to the QR code attached with the invitation letter and the Company's website in which the Shareholders can download such at www.qh.co.thin Investor Relations Section.
Page 4
(Translation)
2. Steps to register and proxy for electronic meeting system (Inventech Connect)
2.1 For Shareholders who would like to attend the Meeting either through the Electronic Means by yourself or someone who is not the provided independent directors,
The Shareholders are required to submit a request to attend the meeting through Electronic Means via Web Browser at
https://inv.inventech.co.th/QH902406R/#/homepageor scan QR Code
The electronic registration (E-Request) will be available 24 hrs. from April 10 to April 22, 2025 until the end of the meeting. Your registration documents will be reviewed to verify the shareholder's identity. (Please see details of required documents in enclosures No.4). After the registration document has been verified and approved, the shareholders will receive an email with URL, username and password for logging into the meeting system on Tuesday April 22, 2025 from 8.30 a.m. onwards. Please see the Guidelines on attending the electronic meeting via Inventech Connect in enclosures No.10
For registration troubleshooting, please contact the system administrator at Tel.02-460-9228, available during April 10 - 22, 2025 from 08.30 a.m. - 5.30 p.m. (business days only excluding public holidays and official holidays)
2.2 For shareholder, who would like to grant the proxy to Independent Director and does not wish to attend the meeting through electronic platforms,
The shareholders may submit proxy through 2 available channels:
- Online channel via Inventech Connect system.
please refer to the manual of procedure for submitting a proxy form to a director through a QR code as below :
Please submit the required documents for proxy granting, as detailed in Enclosure No.4, to the Corporate Secretary Department. The documents must be received by the Company no later than
April 18, 2025.
Page 5
(Translation)
Or
- Submit Proxy via Post Channel.
Please indicate the name of independent director in the Proxy Form. In such case, please fill the information in the Notification of Meeting and Proxy Form B and prepare the required documents in proxy granting as detailed in Enclosure No.4 . The appointed independent director shall vote in each agenda as stated by the shareholders in the Proxy Form.
(the Independent Directors who represent as Proxy for Shareholders as detailed in Enclosure No.5)
Please affix a 20-baht duty stamp on the Proxy Form. Shareholders or proxy may scan and submit the signed Proxy Form along with the supporting documents to the Corporate Secretary Department via e-mail at corp_secretary@qh.co.th and the original documents must also be sent by post to the following address:
Corporate Secretary Department,
Quality Houses Public Co., Ltd. No.1 Q House Lumpini Building, 7th floor, South Sathorn Road, Thungmahamek, Sathorn, Bangkok. 10120 within April 18, 2025
(Proxy Form B as detailed in invitation letter)
3. The Shareholders who would like to grant the proxy to Independent Director who represent as Proxy for Shareholders, can appoint a proxy via electronic means (E-Proxy) of Thailand Securities Depository Company Limited (TSD) from this link: https://ivp.tsd.co.th/
Please be informed accordingly.
Yours faithfully,
Quality Houses Public Company Limited
-Apinya Jarutrakulchai-
(Ms. Apinya Jarutrakulchai)
Director and Company Secretary
Authorized Person of the Board of Directors
Please register through E-Request at least 3 days in advance before April 22, 2025
for the convenience in attending the meeting on the meeting date.
Page 6
(Enclosure No. 1)
(Translation)
Factual Details and Reasons of the Agendas
For Shareholders' Consideration
Agenda 1 To consider certifying the Minutes of the 2024 Annual General Meeting of Shareholders Factual Details and Reasons
The Company's Secretary prepared the Minutes of the 2024 Annual General Meeting of Shareholders, which was held on April 19, 2024 and the Board of Directors has considered and opined that it correctly in accordance with the resolution of the Shareholders' Meeting. Therefore, the Board of Directors proposes the Minutes of the 2024 Annual General Meeting of Shareholders to be certified by this Shareholders' Meeting. The copy of the Minutes has been distributed to the shareholders together with the invitation letter to this meeting.
(Enclosure No. 2)
Agenda 2 To consider acknowledging the Company's 2024 operating performance Factual Details and Reasons
The Company prepared the report of the Board of Directors on the performance of the Company for the year ended on December 31, 2024 and the Board of Directors has considered and opined that the report was accurate and adequate. Therefore, the Board of Directors proposes the report to the Shareholders' Meeting to acknowledge the performance of the Company for the year 2024. QR Code of the Form 56-1 One Report 2024 has been distributed to the shareholders together with the invitation letter of the meeting.
Agenda 3 To consider and approve the Company's statement of financial position and statement of comprehensive income for the fiscal year ended December 31, 2024 audited by the certified public accountant
Factual Details and Reasons
The Company prepared the statement of financial position and statement of comprehensive income for the fiscal year ended December 31, 2024, which was duly audited by the Company's auditors, and the Board of Directors and the Audit Committee have considered and opined that the Company's financial statements were accurate, complete and adequate in accordance with the generally accepted accounting principles. Therefore, the Board of directors proposes to the Shareholders' Meeting for approval of the statement of financial position and statement of comprehensive income for the fiscal year ended December 31, 2024, which was duly audited by the Company's auditors. Opinions of the Board of Directors and the Audit Committee are provided in "Report of Responsibilities of the Board of Directors with respect to Financial Reporting" and
Page 7
(Enclosure No. 1)
(Translation)
"Report from the Audit Committee" respectively, both of which are shown in the Form 56-1 One Report 2024, which has been distributed (on QR Code Form) to the shareholders together with the invitation letter of the meeting.
Agenda 4 To consider and approve the dividend payment for the year 2024
Factual Details and Reasons
Dividend Policy
The Company has a policy to pay dividends from the retained earnings and/or net profit to the shareholders. In considering the payments, the following factors are taken into consideration: the Company's operating results and financial position, liquidity, expansion plans and other management-related factors. Any dividend payment is subjected to the approval of the Company's Board of Directors and/or shareholders' meetings.
The Company had a profit in the year 2024 ("Profit for the year") and had the retained earnings. After completely set aside the legal reserve and other reserve, the Company had sufficient cash to pay dividend. The Board of Directors had also considered the investment plans for each project and opined that the Company should pay dividend as detailed below:
The dividend payment by cash at the rate of THB 0.11 per share or the amount of approximately THB 1,179 million. The dividend shall be paid out of the net profit for the year 2024 at the rate of 55% of the net profit which is according to the Company's dividend policy. All dividend shall be deducted withholding tax at the rate as prescribed by law. Since the Company has paid interim dividend dated September 5,2024 from the Company's operation of first six months of the year 2024 by the resolution of the Board of Directors' Meeting No. 5/2024 dated August 7, 2024 at the rate of THB 0.03 per share or the amount of approximately THB 321 million, the Company still has to pay dividend from the net profit of the second-half of the year 2024 at the rate of THB 0.08 per share or the amount of approximately THB 857 million.
This dividend payment is based on net profit after 20% corporate income tax rate. The shareholders who are individuals can obtain tax credits due to the dividend payment in accordance with Section 47 Bis of the Revenue Code.
Schedules related to the dividend payment.
Details | Date |
Specifying the name list of shareholders who are eligible to receive | April 29, 2025 |
dividend (Record Date) | |
Dividend payment | May 20, 2025 |
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