Invitation letter for the 2026 Annual General Meeting of Shareholders (electronic meeting (e-AGM)) Quality Houses Public Company Limited Tuesday 21stApril 2026 Meeting starts at 10.30 a.m. The Company arranges the 2026 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
ContentsPage
Invitation Letter for the 2026 Annual General Meeting of Shareholders
Invitation to attend the 2026 Annual General Meeting of Shareholders 1
(electronic meeting (e-AGM))
Enclosures
Factual Details and Reasons of the Agendas for Shareholders' Consideration 7
(Enclosure No.1)
The Copy of the Minutes of the 2025 Annual General Meeting of Shareholders 16
(Enclosure No.2)
The Information of the Company's Directors who appointed to be Directors 35
(Enclosure No.3)
Conditions and Procedures for e-Registration and the Appointment of Proxies to 45
Attend the 2026 Annual General Meeting of Shareholders (electronic meeting (e-AGM)) (Enclosure No.4)
The Information of the Independent Directors who represent as Proxy for 48
Shareholders (Enclosure No.5)
The Company's Articles of Association relating to the Annual General Meeting of 49
Shareholders and Voting Procedures (Enclosure No.6)
Personal Data Protection Guideline (Privacy Notice) In accordance with the Personal 53
Data Protection Act B.E. 2562 (Enclosure No.7)
Requisition Form of Form 56-1 One Report 2025 (Enclosure No.8) 55
Procedures for attending 2026 Annual General Meeting of Shareholders via 56
electronic meeting (Enclosure No.9)
Guidelines for attending of Electronic Meeting by Inventech Connect 57
(Enclosure No.10)
Proxy (Form A,B and C)
CS. 0048/2026 March 20, 2026
Subject: Invitation to attend the 2026 Annual General Meeting of Shareholders (electronic meeting (e-AGM) format)
To: Shareholders of Quality Houses Public Company Limited
Enclosures:
Factual Details and Reasons of the Agendas for Shareholders' Consideration
The Copy of the Minutes of the 2025 Annual General Meeting of Shareholders
The Information of the Company's Directors who appointed to be Directors
Conditions and Procedures for e-Registration and the Appointment of Proxies to Attend the 2026 Annual General Meeting of Shareholders (e-AGM)
The Information of the Independent Directors who represent as Proxy for Shareholders
The Company's Articles of Association relating to the Annual General Meeting of Shareholders and Voting Procedures
Personal Data Protection Guideline (Privacy Notice) In accordance with the Personal Data Protection Act B.E. 2562
Requisition Form of Form 56-1 One Report 2025
Procedure for attending the 2026 Annual General Meeting of Shareholders via electronic meeting
Guidelines for attending of Electronic Meeting by Inventech Connect
Proxy Form (Form A, B and C), available for download on the Company's website at https://www.qh.co.th under Investor Relations section
QR Code of the Form 56-1 One Report 2025
Quality Houses Public Company Limited ("the Company") will hold the 2026 Annual General Meeting of Shareholders on Tuesday April 21, 2026 at 10.30 a.m. in electronic meeting (e-AGM) format only which compliance with the Emergency Decree on Electronic Meetings B.E. 2563 (2020) and other related laws and regulations. Broadcast location is the meeting room, 4thFloor, Q House Lumpini Building, No. 1 South Sathorn Road, Thungmahamek, Sathorn, Bangkok for consideration of the following agendas:
Agenda 1 To consider certifying the Minutes of the 2025 Annual General Meeting of Shareholders The Board's opinion:
The Board of Directors agreed to present to the Shareholders' meeting to consider and approve the Minutes of the 2025 Annual General Meeting of Shareholders, which was held on April 22, 2025.
The meeting resolution: Majority vote of the shareholders participating in the meeting and having the right to vote.
Agenda 2 To consider acknowledging the Company's 2025 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 2025.
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, 2025 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, 2025 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 2025 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 2025 by cash at the rate of THB 0.09 per share. Since the Company has paid interim dividend at the rate of THB 0.02 per share on September 15, 2025, the Company still has to pay dividend from the net profit of the second-half of the year 2025 at the rate of THB 0.07 per share which is according to the Company's dividend policy and the date of dividend payment will be on May 19, 2026. 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
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. Mr.Boonsom | Lerdhirunwong | Independent Director |
2. Mrs. Tipawan | Chayutimanta | Independent Director |
3. Mr. Naporn | Sunthornchitcharoen | Director |
4. Mr. Chalerm | Kiettitanabumroong | 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 2026 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 2026 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
Agenda 7 To consider and approve the directors' bonus 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 of 2025 annual bonus compensation for all directors of not exceeding THB 11 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 2026
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 2026 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 2026 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' meeting (Record Date) | March 11, 2026 |
2. Convening the 2026 Annual General Meeting of the Shareholders | April 21, 2026 |
3. Specifying the name list of Shareholders who are eligible to receive dividend (Record Date) | April 28, 2026 |
4. Dividend payment | May 19,2026 |
'
Remarks:
The Company has published the invitation letter, the Form 56-1 One Report 2025 and the Proxy (Form A, B and C) in Thai and English versions via the QR code attached to the invitation letter on the Company's website, available for download on the Company's website at www.qh.co.th under Investor Relations section. In the event that any shareholder wishes to obtain Proxy Form B in hard copy, such request may be submitted via the Company's website at https://investor.qh.co.th/en/information-inquiry/ir-contact or to the Company Secretary Office via email at corp_secretary@qh.co.th no later than April 7, 2026. Please clearly specify the mailing address for delivery.
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,
Steps to register and proxy for electronic meeting system (Inventech Connect)
The Shareholders are required to submit a request to attend the meeting through Electronic Means via Web Browser at
https://fort.inventech.co.th/QH920845R/#/homepage or scan QR Code
The electronic registration (E-Request) will be available 24 hrs. from April 9, 2026 to April 21, 2026 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 21, 2026 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 9 - 21, 2026 from 08.30 a.m. - 5.30 p.m. (business days only excluding public holidays and official holidays)
2.3 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 17, 2026.
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. that shareholders may download the document from the Company's website (https://www.qh.co.th) under Investor Relations section, 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, 7thfloor, South Sathorn Road,
Thungmahamek, Sathorn, Bangkok. 10120 withinApril 17, 2026
(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 21, 2026 for the convenience in attending the meeting on the meeting date.
Factual Details and Reasons of the Agendas For Shareholders' Consideration
Agenda 1 To consider certifying the Minutes of the 2025 Annual General Meeting of Shareholders Factual Details and Reasons
The Company's Secretary prepared the Minutes of the 2025 Annual General Meeting of Shareholders, which was held on April 22 , 2025 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 2025 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 2025 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, 2025 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 2025. QR Code of the Form 56-1 One Report 2025 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, 2025 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, 2025, 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, 2025, 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
"Report from the Audit Committee" respectively, both of which are shown in the Form 56-1 One Report 2025 , 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 2025 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 2025 ("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 0.09 per share or the amount of approximately THB 964 million. The dividend shall be paid out of the net profit for the year 2025 at the rate of 56 % 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 15,2025 from the Company's operation of first six months of the year 2025 by the resolution of the Board of Directors' Meeting No. 5/2025 dated August 15, 2025 at the rate of THB 0.02 per share or the amount of approximately THB 214 million, the Company still has to pay dividend from the net profit of the second-half of the year 2025 at the rate of THB 0.07 per share or the amount of approximately THB 750 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 dividend (Record Date) | April 28, 2026 |
Dividend payment | May 19, 2026 |
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. As a result, the Company has no need for legal reserve allocation.
Therefore, the Board of Directors would like to propose the Shareholders' Meeting for consideration and approval of the above dividend payment for the year 2025.
Comparative dividend payment to the previous years
Details on Dividend Payment | 2025 (To consider) | 2024 | 2023 |
1. Profit for the year - The consolidated financial statements (Million Baht) | 1,728 | 2,150 | 2,503 |
2. Number of shares (Million shares) *Less Treasury Shares of 1.66 million shares | 10,713* | 10,714 | 10,714 |
3. Basic earnings per share (Baht/ share) | 0.16 | 0.20 | 0.23 |
4. Dividend paid per share (Baht/share) | 0.09 | 0.11 | 0.15 |
4.1 Interim dividend for the first half year (Baht per share) | 0.02 | 0.03 | 0.05 |
4.2 Dividend for the second half year (Baht per share) | 0.07 | 0.08 | 0.10 |
5. Total dividend paid (Million Baht) | 964 | 1,179 | 1,607 |
5.1 Interim dividend for the first half year (Million Baht) | 214 | 321 | 536 |
5.2 Dividend for the second-half-year (Million Baht) | 750 | 857 | 1,071 |
6. Dividend payout ratio (%) | 56 | 55 | 64 |
Agenda 5 To consider and approve the appointment of the Company's directors in place of the directors who are retired by rotation
Factual Details and Reasons
In accordance with Clause 17 of the Articles of Association, at every Annual General Meeting of Shareholders, one-third of the directors shall be retired. If the number of directors is not a multiple of three, the number of director closest to one-third shall be retired. Directors retiring being director in the first and the second year after registration of the Company shall be selected by drawing lots. In subsequent years, the director who has held longest in the position shall be retired. Retired Directors by rotation may be re-elected. In this year, the names of four directors who have to be retired by rotation are as follows:
1. Mr. Boonsom | Lerdhirunwong | Independent Director |
2. Mrs. Tipawan | Chayutimanta | Independent Director |
3. Mr. Naporn | Sunthornchitcharoen | Director |
4. Mr. Chalerm | Kiettitanabumroong | Director |
Since, the Company has announced through the website of the Company, inviting shareholders to proposed name of qualified person to be the candidates for the Company's director nomination process from October 1, 2025 to December 31, 2025. However, none of the shareholder has proposed the nominated any person to be the candidates.
The Nomination and Remuneration Committee has considered that all four existing directors, who are retired by rotation proposed in this year, have fully qualified as specified in the Public Limited Companies Act B.E. 2535 and have knowledge, capability and business experience relating to the Company's operation. Therefore, the Nomination and Remuneration Committee would like to propose such directors to be nominated as directors of the Company for another term.
Rationale and necessity for the appointment of an Independent Director who has served for more than 9 consecutive years
Name of Independent Director
(1) Mr. Boonsom Lerdhirunwong has served as an Independent director of the Company for 11 years. (The total tenure, including the current term, will be 14 years.)
He possesses extensive knowledge, expertise and diverse experience that have significantly contributed to the Company's development. The Nomination and Remuneration Committee has considered that he fully possesses the qualifications required to serve as an Independent Director and is capable of expressing independent opinions in accordance with the relevant regulations.
The details and backgrounds of each director as shown in the profile of the directors which has been distributed to the shareholders together with the invitation letter of the meeting (Enclosure No.3)
Definition of Independent Director
The independent directors have important roles in building investors' confidence, imposing a balance on major shareholders' power and in aiming towards international standard of good corporate governance. The Company therefore has defined the following requirements for its independent directors, which is equivalent to the minimum regulations of the Securities Exchange Commission (SEC) and the Stock Exchange of Thailand (SET). These requirements are as follows:
Independent Directors must hold no more than 1% of shares with voting rights in the Company, parent company, subsidiaries, associated companies or parties with possible conflicts of interest including the shareholding of related individuals of that Independent Directors.
Independent Directors must not be or had not been the Company's executive directors, nor serve as temporary employees, permanent employees, advisors on regular payroll, and authorized persons of the Company, parent company, subsidiaries, associated companies and same level subsidiaries of the parent company except when the previous association has been terminated for at least two years before appointed as Independent Directors.
Independent Directors must not be a blood relative or by legal registration in the nature of father, mother, husband, wife, sibling, child, son- or daughter- in law of the management, major shareholders, authorized persons, or individuals who are about to be nominated as the management or authorized persons who have control over the Company or its subsidiaries.
Independent Directors must not or have not had business relationship with the Company, parent company, subsidiaries, associated companies or parties with possible conflicts of interest in a way that will prevent independent judgment. Furthermore, Independent Directors must not be or had been major shareholders, directors that were not independent directors, or the management of any party who has a business relationship with the Company, parent company, subsidiaries, associated companies or parties with possible conflicts of interest except when the previous association has been terminated for at least two years before appointed as Independent Directors.
The business relationship mentioned earlier includes transactions of normal trading business of rental or real estate for rent, transactions relating to asset or service or giving or receiving financial assistance from loans, guarantees, using assets as loan collateral including other similar practices that can result in the Company or contractual partner having to take liability that must be repaid to the other party of more than 3% of net tangible asset of the Company or more than Baht 20 million, whichever amount is lower. For the calculation of that loan, it is granted to use the method of calculating value of related transactions according to the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transaction. But for summing up the liability, it must take in all liabilities that occurred during one year prior to the starting date of the business relationship with the same individual.
Independent Directors must not be or had not been auditors of the Company, parent
company, subsidiaries, associated companies or parties with possible conflicts of interest. Independent directors must not be or had not been major shareholders, directors that are not independent directors, the management, or partners of auditors' company in which auditors of the Company, parent company, subsidiaries, associated companies or parties with possible conflicts of interest, belong to, except when the previous association has been terminated for at least two years before appointed as Independent Directors.
Independent Directors must not be or have been servicing professionals including legal advisors and financial advisors, receiving more than Baht 2 million per annum in remuneration for the service from the Company, parent company, subsidiaries, associated companies or parties with possible conflicts of interest. If the servicing professional is a legal entity, it must include major shareholders, directors that are not independent directors, the management, or managing partners of those servicing professionals, except when the previous association was terminated for at least two years before appointed as Independent Directors.
Independent Directors must not be directors who are representative of directors of the Company, major shareholders, or shareholders that are related to major shareholders of the Company.
Independent Directors do not engage in a business of the same nature as and which is significantly competitive to that of the Company, or a Subsidiary. An Independent Director is not a significant partner to a partnership or a director with involvement in the management, employees, staff, consultant with monthly salary, or, who holds more than 1 % of all shares with voting rights of another company which is engaged in a business of the same nature as and which is significantly competitive to that of the Company or a Subsidiary.
( I) Independent Directors must not have other characteristics prohibiting independent judgment on the Company's operation.
After being appointed independent directors that have any characteristics mentioned in the (A) through (I) clauses, independent directors will be assigned by the Board of Directors to make collective decisions together on business operation of the Company, parent company, subsidiaries, associated companies or same level subsidiary of the parent company or parties with possible conflicts of interest.
Furthermore, the Company has shown the details of Independent directors and the proposed directors who are related with listed companies or other rival corporations/any related businesses with the company in "The Information of the Company's Directors who appointed to be Directors" (Enclosure No. 3)
Agenda 6 To consider and approve the directors' remuneration for the year 2026 Factual Details and Reasons
For remunerations for the directors in accordance with the Public Limited Companies Act B.E. 2535, Section 90 stated that "No company shall pay money or give any property to any director unless it is a payment of remuneration under the Articles of Association of the company."
The second paragraph of Clause of 15 of the Article of Association of the Company stipulated that "A director of the Company shall be entitled to receive remuneration for his/her performances which are base salary, meeting allowance, allowance and bonus."
Company has its procedure to propose the remuneration of the Board of Directors and sub-committees through the consideration of the Nomination and Remuneration Committee before proposing such to the Board of Directors' Meeting of the Company for consideration and approval for proposing to the Shareholders' Meeting.
The Nomination and Remuneration Committee has considered to specify the remuneration of the directors of the Company by considering from the Company's performance, the dividend payment to shareholders, obligations and responsibilities of each of the Board of Directors group. Thus, The Nomination and Remuneration Committee would like to propose the directors' remuneration for the year 2026 , comprise of monthly compensation and meeting allowance in the amount of not exceeding THB 12 million the details are as follows;
(Unit: THB)
Position | Monthly Compensation Board of Directors (Per Month) | Meeting Allowance (Per Meeting) | ||||||||
The Board of Directors | The Audit Committee | The Nomination and Remuneration Committee | The Sustainable Development and Corporate Governance Committee | |||||||
2026 (To consider) | 2025 | 2026 (To consider) | 2025 | 2026 (To consider) | 2025 | 2026 (To consider) | 2025 | 2026 (To consider) | 2025 | |
Chairman | 50,000 | 50,000 | 38,000 | 38,000 | 38,000 | 38,000 | 38,000 | 38,000 | 38,000 | 38,000 |
Director | 40,000 | 40,000 | 30,000 | 30,000 | 30,000 | 30,000 | 30,000 | 30,000 | 30,000 | 30,000 |
Executive director | 40,000 | 40,000 | - | - | - | - | - | - | - | - |
Remarks: - No other remunerations have been paid besides the monthly Compensation and Meeting allowance as proposed above as previous year.
- In any case, the executive directors of the Company shall not receive the Meeting allowance (Per Meeting).
The 2025 Annual General Meeting of Shareholders approved the directors' remuneration at the total amount of not exceeding THB 12 million. Only THB 8,418,000 in total was paid as the directors' remuneration, details of which are listed as follows:
(Unit : baht )
Details | the remunerations for the year 2025 | proposed amount of remunerations for the year 2025 | ||
monthly Compensation | Meeting allowance | total | ||
The Board of Directors | 5,400,000 | 1,984,000 | 7,384,000 | the amount of not exceeding THB 12 million |
The Audit Committee | - | 588,000 | 588,000 | |
The Nomination and Remuneration Committee | - | 294,000 | 294,000 | |
The Sustainable Development and Corporate Governance Committee | - | 152,000 | 152,000 | |
total | 5,400,000 | 3,018,000 | 8,418,000 | |
Agenda 7 To consider and approve the directors' bonus for the year 2025 Factual Details and Reasons
After consideration on the Company's operating performance, The Nomination and Remuneration Committee has agreed to propose the directors' bonus for the year 2025 for all directors of not exceeding THB 11 million.
Agenda 8 To consider and approve the appointment of auditors and audit fee for the year 2026 Factual Details and Reasons
Clause 37 of the Articles of Association set forth that " The matters to be consider in annual general meeting of shareholders in clause (5) is to appoint the Company's auditors and determining remuneration of the auditors."
The Audit Committee and the Board of Directors have considered of the duties and responsibilities over the financial statements of the Company as shown in the "Report from the Audit Committee" and "Report of Responsibilities of the Board of Directors with respect to Financial Reporting" which are shown in the Form 56-1 One Report 2025, which has been distributed (on QR Code Form) to the shareholders together with the invitation letter of this meeting and, therefore, the Audit Committee and the Board of Directors would like to propose the Shareholders' Meeting for consideration and approval for the appointment of the auditors of EY Office Limited to be the Company's auditors of the year 2026 as per the following names:
Ms. Pimjai Manitkajohnkit CPA No. 4521
(Who has signed on the Company's financial statement in 2020 - 2025) and/or
Mrs. Gingkarn Atsawarangsalit CPA No. 4496
(Who has never signed on the Company's financial statement in the period of 7 years ago) and/or
Ms. Orawan Techawatanasirikul CPA No. 4807
(Who has never signed on the Company's financial statement in the period of 7 years ago) and/or
Mrs. Nummon Kerdmongkhonchai CPA No. 8368
(Who has never signed on the Company's financial statement in the period of 7 years ago) and/or
Ms. Wilaiporn Chaowiwatkul CPA No. 9309
(Who has never signed on the Company's financial statement in the period of 7 years ago)
Among other things, the previously mentioned 5 auditors are not shareholders of the Company, are not related to the Company, and do not have been any interest with the Company/the subsidiaries/the executives/the major shareholder or related persons with all of the aforesaid and do not provide any advisory service to the Company, and therefore, be independent in verifying and express their opinions in relation to the Company's financial statement. Whereas the Company has its policy to change its auditors from the same auditing firm every 7 years.
The Audit Committee has considered that the Company has been appointing auditors from EY Office Limited as auditors for the Company and its Subsidiaries since 1991- Present. In the Company's point of view, EY Office Limited possesses multinational networks and have been recognized internationally which shall lead to equivalent auditing standard of the Company and its Subsidiaries. Moreover, the past performances of EY Office Limited are considered to be satisfactory, the Board of Directors, and, therefore, the Audit Committee would like to propose the appointment of the auditors of EY Office Limited to be the Company's auditors of the year 2026, according to the list of the auditors name mentioned above and propose the Company's audit fee is in the amount of THB 1,500,000. (Equivalent to the audit fee for the fiscal year 2025). The comparison of the audit fee for the past years is as follow:
Audit remuneration | 2026 (To Consider) | 2025 | 2024 |
Audit Fee | THB 1,500,000 | THB 1,500,000 | THB 1,500,000 |
Non-Audit Fee | None | None | None |
Remarks: The Company and subsidiaries use the same audit firm.
Agenda 9 To consider other matter (if any)
Factual Details and Reasons
This agenda is provided for shareholders to ask questions and/or for directors to clarify any queries. (If any)
MINUTES OF THE 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF QUALITY HOUSES PUBLIC COMPANY LIMITED
Date, Time and Venue
The Annual General Meeting of Shareholders was held on Tuesday, April 22, 2025 at 10.36 a.m. via electronic meeting system (e-AGM) and was recorded the meeting on video media. Broadcast location was the meeting room, Q House Lumpini Building, 4thFloor, No.1 South Sathorn Road, Thungmahamek Sub-district, Sathorn District, Bangkok, 10120.
Commencement of the Meeting
Mr. Boonsom Lerdhirunwong, Chairman of the Meeting, announced that the time was 10.36 a.m. and there were 25 shareholders attending the online meeting in person, representing 54,503,619 shares and 84 proxies, representing 3,636,958,044 shares. In total, there were 109 shareholders and proxies, representing a total of 3,691,461,663 shares or 34.4533 percent of total shares issued by the Company. The number of attendees was higher than 25 and they represented more than one-third of total shares issued by the Company, which constituting a quorum in accordance to its Articles of Association. As a result, the Chairman then declared the commencement of the 2025 Annual General Meeting of Shareholders and introduced the Board of Directors, auditors, independent and vote-counting intermediate representative who attended the Meeting as follows:
Board of Directors:
Name | Position | |
1. Mr. Boonsom | Lerdhirunwong | Independent Director and Chairman of the Board of Directors |
2. Mr. Chalerm | Kiettitanabumroong | Director, Chairman of the Risk Management Committee and |
3. Mrs. Tipawan | Chayutimanta | Chief Executive Officer Independent Director, Chairman of the Audit Committee |
and Member of the Nomination and Remuneration Committee | ||
4. Ms. Vilasna | Poonpatpibul | Independent Director and Member of the Audit Committee |
5. Mr. Narongdech | Srukhosit | Independent Director and Member of the Audit Committee |
6. Mrs. Suwanna | Bhuddhaprasart | Director and Chairman of the Sustainable Development and |
Corporate Governance Committee | ||
7. Mr. Adisorn | Thananan-narapool | Director and Chairman of the Nomination and Remuneration |
8. Mr. Naporn | Sunthornchitcharoen | Committee Director and Member of the Nomination and Remuneration |
Committee | ||
9. Mr. Achawin | Asavabhokin | Director |
10. Mr. Pravit | Choatewattanaphun | Director and Managing Director |
11. Ms. Apinya | Jarutrakulchai | Director, CFO and Company Secretary |
In this Annual General Meeting, there were a total of 11 directors who attended the meeting - equivalent to 100% of total directors.
This Annual General Meeting of Shareholders is being conducted electronically (e-AGM) via the Inventech connect system, provided by Inventech Systems (Thailand) Co., Ltd. This system adheres to the standards and methods stipulated by the Emergency Decree on Electronic Meetings B.E. 2563, the Notification of the Ministry of Digital Economy and Society Re: Standards for Maintaining Security of Electronic Meetings B.E. 2563, and all other relevant laws, regulations, and criteria.
Auditors:
EY Office Limited: Ms. Pimjai Manitkajohnkit, who was an intermediary responding to relevant queries.
Independent and vote-counting intermediary representative:
Mr. Pichet Khamnounrit, from Luang Thepnarintara Law Office
The Chairman of the Meeting assigned "Mr. Chinnadej Siripornpisal", the Officer of Company Secretary Department, to notify procedures of the 2025 Annual General Meeting of Shareholders and view a demonstration video for the system on the day of the meeting, as well as functions for asking questions and voting as follows:
Voting Methods
The Company applys the voting method on the basis of "one share one vote". At the end of the report and inquiry session of each agenda, the Chairman of the Meeting shall request the Meeting to vote. Shareholders can vote through the Inventech connect system, the voting time is approximately 1 minute. If shareholders do not take any action, the system will record a vote as "approved" for that agenda.
A shareholder appointing proxy to the Independent Director to vote on their behalf in accordance to their intention of voting in each agenda, the Company did record such "approved", "disapproved" or "abstained" votes earlier in the voting system of Inventech connect.
The proposal of agendas for the Annual General Meeting of Shareholders, nomination of directors by minority shareholders and submission of advanced questions
The Company provided an opportunity for the shareholders to propose agendas, and nominate persons who possess qualifications required by law as directors of the Company in the 2025 Annual General Meeting of Shareholders, as well as an opportunity for shareholders to send questions to the Company in advance in accordance to the guidelines specified on the Company's website: "https://www.qh.co.th" from October 1, 2024 to December 31, 2024.
The Company notified that there was no shareholders proposed any agenda for the Meeting or any persons to be nominated as the Company's directors, and no advanced questions sent ahead of the 2025 Annual General Meeting of Shareholders.
Subsequently, the Chairman of the Meeting proceeded the 2025 Annual General Meeting of Shareholders as follows:
Agenda 1: To consider certify the Minutes of the 2024 Annual General Meeting of Shareholders
The Chairman of the Meeting proposed to the shareholders in the meeting to consider certify the Minutes of the 2024 Annual General Meeting of Shareholders held on April 19, 2024 per Enclosure 2, pages 14-29, which was distributed to the shareholders together with the Notice of the Meeting as well as the Factual Details and Reasons for the Shareholders' consideration per Enclosure 1, page 6.
Questions, suggestions and clarifications made before casting votes on this agenda:
-None-
Resolution: The resolution of this agenda shall require the majority of votes of the shareholders participating in the meeting and having the right to vote.
The Meeting resolved to certifiy the Minutes of the 2024 Annual General Meeting of Shareholders with the following voting results:
Vote for | Number of Votes | % of the shareholders participating in the meeting and having the right to vote |
- Approve | 3,962,956,570 | 99.8404 |
- Disapprove | - | 0.0000 |
- Abstain | 6,333,300 | 0.1596 |
Agenda 2: To consider acknowledging the Company's 2024 operating performance
The Chairman of the Meeting assigned "Mr.Pravit Choatewattanaphun" (Director and Managing Director) to report to the Meeting.
Mr.Pravit Choatewattanaphun explained the company's overall operating result for the year 2024 as follows:
In 2024, the Company launched 5 new projects valued at THB 9,804 million.
Number of Projects
2024
Carry Forward
68
Launched
5
Closed
(6)
Remaining
67
No.
Project
Product
Price Range
Project Value
(MB)
1.
Laddarom Phuttamonthon Sai 3-2
Single detached houses
High-end (10-20 MB)
2,923
2.
Laddarom Wong Wean-Ramintra 2
Single detached houses
High-end (10-20 MB)
1,763
3.
Casa Ville Teparak-Thanasit
Single detached houses
Middle-end (5-10 MB)
2,533
4.
Q District Ratchaphruk-Rattanathibet
Townhouses
Middle-end (3-7 MB)
1,282
5.
Q District Tiwanon-Rangsit
Townhouses
Middle-end (3-7 MB)
1,303
Total
9,804
New project launch by segment. In 2024 separated by
By product type, 74% was single detached houses and 26% was townhouses.
By price range, 48% was High-end and 52% was Middle-end.
By location, 100% was in Bangkok and vicinities.
Transfer in 2024 by segment. The Company's revenue recognition with a total value of THB 6,957 million.
By product type, 57% was single detached houses, 30% was townhouses and 13% was condominiums.
By price range, 33% was High-end, 58% was Middle-end and 9% was Low-end.
By location, 93% was in Bangkok and vicinities and 7% was in other provinces.
Later, Ms. Apinya Jarutrakulchai (Director and CFO, etc.) reported the Company's performance for the year 2024, as follows:
Total revenue from sales of real estate, Rental and Service and other revenue was THB 8,695 million including:
Description
2024
(Million Baht)
2023
(Million Baht)
Increase (Decrease)
Million Baht
%
Revenue from sale of real estate
6,957
7,619
(662)
(9)
Revenue from rental and service of hotel business
1,363
1,215
148
12
Revenue from rental and service of office building
119
134
(15)
(11)
Other revenue
256
269
(13)
(5)
Total Revenue
8,695
9,237
(542)
(6)
Gross Profit Margin In 2024, the Company reported gross profit margin of the Company at 31.1%
Selling and Administrative Expenses In 2024, selling and administrative expenses was THB 2,033 million, decreasing 2% from 2023.
Total Profit Sharing from investment in associate companies was THB 1,737 million as follows:
Company
2024
(Million Baht)
2023
(Million Baht)
Increase (Decrease)
Million Baht
%
Home Product Center Plc.
1,292
1,280
12
1
LH Financial Group Plc.
281
288
(7)
(2)
Quality Houses Business Complex Leasehold Real Estate Investment Trust
103
120
(17)
(14)
Quality Houses Hotel and Residence Freehold and Leasehold Real Estate Investment Trust
61
65
(4)
(6)
Total
1,737
1,753
(16)
(9)
Net Profit for the year 2024 was THB 2,150 million, a decrease of approximate 14% from 2023.
Debentures/ Loans
In 2024, the Company has outstanding interest bearing debt of THB 11,130 million, increasing THB 145 million, consisting of THB 996 million short term loan, THB 2,058 million long term loans and THB 8,076 million debentures.
Interest bearing Debt to Equity Ratio (time) was 0.39 time in 2024, (equal to 2023), and Net Financial Debt to Equity Ratio was 0.34 time.
Thereafter, "Mrs.Suwanna Bhuddhaprasart", Chairman of the Sustainable Development and Corporate Governance Committee summarized the operational results and reported on the progress of anti-corruption policy implementation to the meeting as follows:
Mrs. Suwanna Bhuddhaprasart informed the meeting that the Company has been certified as a
"Member of the Thai Private Sector Collective Action Coalition Against Corruption" and has
successfully renewed its membership twice. The current term will expire on December 31, 2025. The Company intends to complete the third renewal process by September 2025.
In 2024, the Company has no complaints or whistleblowers about corruption matters.
Questions, suggestions and clarifications made before acknowledged on this agenda: Mr. Chayawat Karawawatana (Shareholder) raised the following inquiries:
Given the current economic situation and the sluggish real estate market, the Company has adopted a policy to postpone new project launches in recent years. The Company has any plans to reduce its selling and administrative (SG&A) expenses, as well as strategies for clearing its condominium inventory.
Mr. Pravit Choatewattanaphun clarified that the Company has already implemented expense control measures, including reductions in advertising and project-level administrative costs. As for the condominium inventory, the Company has annual sales of approximately THB 1 billion. The Company has a plan to clear inventory by using promotion campaign in Bangkok Metropolitan and upcountry.
Following the recent earthquake, he asked how the Company's projects were affected.
Mr. Pravit Choatewattanaphun explained that the Company, together with structural engineers, conducted inspections of the buildings. The findings confirmed that the primary structural integrity of all buildings remains intact. However, certain buildings experienced minor wall cracks, and a few elevator units sustained damage, which may cause some temporary inconvenience. Nonetheless, after the inspections were completed, customers were able to resume occupancy as normal.
Resolution: The Meeting acknowledged the Company's 2024 operating performance according to the presented details, 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 Chairman of the Meeting assigned "Ms. Apinya Jarutrakulchai" (Director and CFO, etc.) to report to the Meeting.
Ms.Apinya Jarutrakulchai reported and proposed the Meeting to consider and approve the statement of financial position and statement of comprehensive income for the fiscal year ended December 31, 2024, which had already been audited and certified by the Company's auditor, reviewed by the Audit Committee of the Company, and was delivered to the shareholders for consideration, with are shown in QR Code of the 56-1 One Report Year 2024, which has been distributed to the shareholders together with the invitation letter of this meeting.
The financial statements of the Company and its subsidiaries as at December 31, 2024, are as follows:
Asset
Unit: Million Baht
Descriptions
2024
2023
Increase (Decrease)
Million Baht
%
Total Current Assets
Land and construction in progress
20,860
20,312
548
3
Other
1,695
1,561
134
9
Total
22,555
21,873
682
3
Total Non-Current Assets
Investment in associate companies
12,290
11,695
595
5
Land,plant and equipment
1,373
1,435
(62)
(4)
Land and project development costs
6,005
6,386
(381)
(6)
Other
2,598
2,053
545
27
Total
22,266
21,569
697
3
Total Asset
44,821
43,442
1,379
3
Liabilities and Shareholders' Equity
Unit: Million Baht
Descriptions
2024
2023
Increase (Decrease)
Million Baht
%
Liabilities
Total Interest bearing liabilities
11,130
10,985
145
1
Other liabilities
4,387
4,085
302
7
Total
15,517
15,070
447
3
Shareholders' Equity
Issued and paid-up capital
10,714
10,714
-
-
Retained earnings
18,941
18,407
534
3
Other
(351)
(749)
398
53
Total
29,304
28,372
932
3
Liabilities and Shareholders' Equity
44,821
43,442
1,379
3
Statement of comprehensive income
Unit: Million Baht
Descriptions
2024
2023
Increase (Decrease)
Million Baht
%
Total revenues*
8,700
9,241
(541)
(6)
less Cost of sale and total expenses
(8,095)
(8,271)
(176)
(2)
Net profit before share of profit from investments
in associates
605
970
(365)
(38)
plus share of profit from investments in associates
1,737
1,753
(16)
(0.9)
Profit before income tax expenses
2,342
2,723
(381)
(14)
less income tax expenses
(192)
(220)
(28)
(13)
Profit for the year from the consolidated financial
statement
2,150
2,503
(353)
(14)
*Remark: Total revenues included interest income in 2024 was THB 5 million, in 2023 was THB 4 million
Questions, suggestions and clarifications made before casting votes on this agenda:
-None-
Resolution: The resolution of this agenda shall require the majority of votes of the shareholders participating in the meeting and having the right to vote.
The Meeting resolved to approve the statement of financial position and statement of comprehensive income of the Company for the fiscal year ended December 31, 2024 as audited by a certified public accountant with the following voting results:
Vote for
Number of Votes
% of the shareholders participating in
the meeting and having the right to vote
- Approve
3,958,458,860
99.7080
- Disapprove
20,000
0.0005
- Abstain
11,572,610
0.2915
Remark: In this agenda item, there were additional shareholders attending the Meeting, representing 761,600 shares
Agenda 4: To consider and approve the dividend payment for the year 2024
The Chairman of the Meeting assigned "Ms. Apinya Jarutrakulchai" (Director and CFO, etc.) to notify to the Meeting.
Ms. Apinya Jarutrakulchai notified the Meeting and requested for an approval the dividend payment the year 2024 as follows:
The Company has a policy to pay dividends from the retained earnings and/or net profit to its shareholders. In considering the payments, the following factors are taken into consideration; the Company's operating results and financial position, expansion plans and other management-related factors. Any dividend payment is subjected to the approval of the Company's Board of Directors for interim dividend payment and/or shareholders' meetings for annual dividend payment.
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 at the rate of THB 0.11 per share or the amount of approximately THB 1,179 million shall be paid out at the rate of 55% of the net profit based on the consolidated financial statements.
Since the Company has paid an interim dividend from the Company's operation of first six months of the year 2024 (January - June 2024) at the rate of THB 0.03 per share or the amount of approximately THB 321 million. on September 5, 2024 by the resolution of the Board of Directors' Meeting No. 5/2024 dated August 7, 2024.
The Company still has to pay dividend from the net profit of the second-half of the year 2024 (July -December 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.
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. As a result, the Company has no need for legal reserve allocation.
Schedules related to the dividend payment.
Details | Date |
Specifying the name list of shareholders who are eligible to receive dividend (Record Date) | April 29, 2025 |
Dividend payment | May 20, 2025 |
Questions, suggestions and clarifications made before casting votes on this agenda:
Mr. Panachai Korsawatworakul (Shareholder) the Company's declining profits and the corresponding reduction in its payout ratio, resulting in lower dividend payments, the Company would consider increasing the payout ratio in the following year to enhance dividend payment. He noted that some of listed companies, such as Land and Houses and the Company in banking Sector, had declined profit, but still increase their payout ratios, to meet their shareholder's expectation.
Mr. Chalerm Kiettitanabumroong explained that the Company would take the suggestion under consideration for the upcoming year.
Mr. Anan Phanpipatpaiboon (Proxy of the Thai Investors Association) asked whether the Company would consider declaring a special dividend from retained earnings, given that it has not undertaken any major investment projects in recent times.
Mr. Chalerm Kiettitanabumroong explained that, due to the current economic slowdown, the Company deemed it necessary to reserve cash as working capital.
Resolution: The resolution of this agenda shall require the majority of votes of the shareholders participating in the meeting and having the right to vote.
The Meeting resolved to approve the dividend payment for the year 2024 as proposed with the following voting results:
Vote for | Number of Votes | % of the shareholders participating in the meeting and having the right to vote |
- Approve | 3,963,708,870 | 99.8349 |
- Disapprove | 280,300 | 0.0071 |
- Abstain | 6,273,300 | 0.1580 |
Remark: In this agenda item, there were additional shareholders attending the Meeting, representing 211,000 shares
Agenda 5: To consider and approve the appointment of the Company's directors in place of the directors who are retired by rotation
The Chairman of the Meeting assigned "Mr.Adisorn Thananan-narapool" (Chairman of the Nomination and Remuneration Committee) to notify the Meeting.
Mr.Adisorn Thananan-narapool notified the Meeting that according to the Company's Articles of Association, at every annual general meeting of shareholders, at least one-third of directors shall retire by rotation. Should the number of directors could not be precisely divided into three groups, the number of directors close to one-third of all directors must retire by rotation. This year, four directors must retire by rotation 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 |
Since the Company has announced through the website of the Company, inviting shareholders to propose names of qualified persons to be the candidates for the Company's director nomination
process from October 1, 2024 to December 31, 2024. However, none of the shareholder has proposed the nominated any person to be the candidates.
The Nomination and Remuneration Committee has considered that all four existing directors, who are retired by rotation proposed in this year, have fully qualified as specified in the Public Limited Companies Act B.E. 2535 and have knowledge, capability and business experience relating to the Company's operation. Therefore, the Nomination and Remuneration Committee would like to propose to re-appoint four directors to be directors of the Company for another term.
In this agenda, the nominated directors would be considered and approved individually. Details of background, experience, meeting attendance record of directors are disclosed for consideration in Enclosure 3, pages 30-37 were distributed to shareholders together with the Notice of the Meeting.
As the Board of Directors intended to be transparent as well as to comply with the good corporate governance, the nominated directors including their spouses and minor child shall abstain from voting on this agenda
The Chairman of the Meeting proposed the Meeting to approve the appointment of the Company's directors in place of the directors who are retired by rotation
List of the nominated directors were as follows:
Agenda 5.1 To appoint Mrs.Suwanna Bhuddhaprasart to be a Director for another term
The Chairman of the Meeting proposed the Meeting to consider and approve the reappointment of Mrs.Suwanna Bhuddhaprasart as a Director for another term. Her background is disclosed in the Notice of the Meeting (Enclosure 3, pages 30 - 31).
Questions, suggestions and clarifications made before casting votes on this agenda:
-None-
Resolution: The resolution of this agenda shall require the majority of votes of the shareholders participating in the meeting and having the right to vote.
The Meeting resolved to re-appoint "Mrs.Suwanna Bhuddhaprasart" to be a Director of the Company for another term with the following voting results:
Vote for | Number of Votes | % of the shareholders participating in the meeting and having the right to vote |
- Approve | 3,735,522,600 | 94.0876 |
- Disapprove | 219,079,606 | 5.5180 |
- Abstain | 15,660,264 | 0.3944 |
Agenda 5.2 To appoint Mr. Pravit Choatewattanaphun to be a Director for another term
The Chairman of the Meeting proposed the Meeting to consider and approve the reappointment of Mr. Pravit Choatewattanaphun as a Director for another term. His background is disclosed in the Notice of the Meeting (Enclosure 3, pages 32-33).
Questions, suggestions and clarifications made before casting votes on this agenda:
-None-
Resolution: The resolution of this agenda shall require the majority of votes of the shareholders participating in the meeting and having the right to vote.
The Meeting resolved to re-appoint "Mr. Pravit Choatewattanaphun" to be a Director of the Company for another term with the following voting results:
Vote for | Number of Votes | % of the shareholders participating in the meeting and having the right to vote |
- Approve | 3,951,421,864 | 99.5255 |
- Disapprove | 11,955,106 | 0.3011 |
- Abstain | 6,885,500 | 0.1734 |
Agenda 5.3 To appoint Ms. Vilasna Poonpatpibul to be an Independent Director for another term
The Chairman of the Meeting proposed the Meeting to consider and approve the reappointment of Ms. Vilasna Poonpatpibul as an Independent Director for another term. Her background is disclosed in the Notice of the Meeting (Enclosure 3, pages 34 - 35).
Questions, suggestions and clarifications made before casting votes on this agenda:
-None-
Resolution: The resolution of this agenda shall require the majority of votes of the shareholders participating in the meeting and having the right to vote.
The Meeting resolved to re-appoint "Ms. Vilasna Poonpatpibul" to be an Independent Director of the Company for another term with the following voting results:
Vote for | Number of Votes | % of the shareholders participating in the meeting and having the right to vote |
- Approve | 3,961,688,960 | 99.7840 |
- Disapprove | 757,000 | 0.0191 |
- Abstain | 7,816,510 | 0.1969 |
Agenda 5.4 To appoint Assoc. Prof. Dr.Narongdech Srukhosit to be an Independent Director for another term
The Chairman of the Meeting proposed the Meeting to consider and approve the reappointment of Assoc. Prof. Dr.Narongdech Srukhosit as an Independent Director for another term. His background is disclosed in the Notice of the Meeting (Enclosure 3, pages 36 - 37).
Questions, suggestions and clarifications made before casting votes on this agenda:
-None-
Resolution: The resolution of this agenda shall require the majority of votes of the shareholders participating in the meeting and having the right to vote.
The Meeting resolved to re-appoint "Assoc. Prof. Dr.Narongdech Srukhosit" to be an Independent Director of the Company for another term with the following voting results:
Vote for | Number of Votes | % of the shareholders participating in the meeting and having the right to vote |
- Approve | 3,962,607,370 | 99.8072 |
- Disapprove | 757,000 | 0.0191 |
- Abstain | 6,898,100 | 0.1737 |
Remark:In agenda 5,there were no additional shareholders attending the Meeting.
Agenda 6: To consider and approve the Directors' remuneration for the year 2025
The Chairman of the Meeting assigned "Mr.Adisorn Thananan-narapool" (Chairman of Nomination and Remuneration Committee) to notify the Meeting.
Mr.Adisorn Thananan-narapool notified the Meeting that according to Section 90 of the Public Limited Companies Act B.E. 2535, the Company is prohibited from paying money or give any property to its directors, except for remuneration under in the Company's Articles of Association.
The second paragraph of Article 15 of the Article of Association of the Company stipulated that "A Director of the Company shall be entitled to receive remuneration for his/her performances which are base salary, meeting allowance, allowance and bonus."
The Nomination and Remuneration Committee has considered to specify the remuneration of the Directors of the Company by considering from the Company's performance, the dividend payment to shareholders, obligations and responsibilities of each of the Board of Directors group. Thus, the Nomination and Remuneration Committee would like to propose the Directors' remuneration for the year
