- Translation - | |||||
Minute of Annual General Meeting of Shareholder for the year 2024 | |||||
of | |||||
Major Cineplex Group Public Company Limited | |||||
Held on Tuesday 2nd April, 2024 | |||||
In the form of electronic meeting | |||||
According to the Emergency Decree on Electronic Meeting B.E. 2563, | |||||
including other relevant laws and regulations | |||||
.................................................................................................................................................................................. | |||||
1. Mr. Somchainuk | Engtrakul | IndependentDirectorandChairmanoftheBoardofDirectors | |||
The directors who were present in the Meeting are as follows: | |||||
2. Mr. Vicha | Poolvaraluk | Director, Chairman of Executive Committee | |||
3. Mr. Prasert | Bunsumpun | and Chief Executive Officer | |||
Independent Director, Vice President and | |||||
4. Mr. Satian | Pooprasert | Investment Committee | |||
Independent Director, Chairman of Risk Management | |||||
Committee and Corporate Governance and | |||||
5. Mr. Chai | Jroongtanapibarn | Sustainability Development Committee | |||
Independent Director, Chairman of Audit Committee | |||||
6. Ms. Chonthicha | Chitraarporn | and Nomination and Remuneration Committee | |||
Independent Director, Chairman of Corporate | |||||
Governance and Sustainability Development | |||||
Committee, Audit Committee and Risk Management | |||||
7. Mrs. Oranuch | Apisaksirikul | Committee | |||
Independent Director and | |||||
8. Mr. | Kraithip | Krairiksh | Chairman of Investment Committee | ||
Independent Director, Chairman of Nomination and | |||||
Remuneration Committee, Audit Committee and | |||||
Corporate Governance and Sustainability | |||||
9. Mr. Pawatt | Ongvasith | Development Committee | |||
Director, Executive Director, Nomination and | |||||
Remuneration Committee, Risk Management Committee | |||||
10. Mrs. Paradee | Poolvaraluk | and Investment Committee | |||
Director and Executive Director | |||||
11. Mr. Thanakorn | Puriwekin | Director and Executive Director | |||
Remark: 100% of directors attended the Meeting. | Chief Finance Officer and Company Secretary | ||||
1. Ms. Thitapat | Issarapornpat | ||||
The executive officer: | |||||
1. Ms. Kulkanist | Khamsirivatchara | Legal Consultant | |||
The legal con ultants in attendance: | Siam Premier International Law Office Limited | ||||
2. Ms. Pornpilai | Kosonprapa | ||||
Legal Consultant | |||||
Siam Premier International Law Office Limited | |||||
and The Secretary of the Meeting |
MAJOR CINEPLEX GROUP PUBLIC COMPANY LIMITED
Registration No. 0107545000047
1839,1839/1,1839/6 Phaholyothin Rd., Ladyao, Jatuchak, Bangkok 10900 Tel: 0-2511-5427-36www.majorcineplex.com
หน้า1 / 13
1. Ms. Tithinun | Vankeo | PricewaterhouseCoopers ABAS Co., Ltd. |
The auditor | attendance: |
Before Thet Commencesecretary ofofthemeetingMeeting,announced that with in order to maintain the meeting efficiency and fashionable for the present day, The company is aware of unnecessary expenses and convenience for all shareholders to attend the meeting including those who are involved in organizing the meeting. The company organized this meeting in a form of electronic meeting according to the Emergency Decree on Electronic Meeting B.E. 2563 and Public Limited Companies Act, (No.4) B.E. 2565 from 24th May 2022, including other relevant laws and regulations
As the company broadcasts video and audio conferences through electronic conference. systems from the company's headquarters. The shareholders have confirmed their identity and registered to attend the meeting in accordance with the details of the procedures as informed by the Company in Enclosure No. 1, which the Company had already sent to the shareholders together with the Invitation letter of the meeting.
As of the date of determining the names of shareholders entitled to attend the meeting or the Record Date on 7th March 2024, there were 11,724 shareholders with the total of 894,667,502 shares. In this regard, there were 65,530,400 repurchased shares according to the Share Repurchase Project for Financial Management Purposes. These repurchased shares will not be counted in a quorum of shareholders' meeting, including shareholders holding them won't have the right to vote and receive dividends. Therefore, there are in total 829,137,102 issued shares with voting rights at this meeting. In this meeting, there were 43 shareholders attended the meeting in person, holding 349,537,846 shares, and 43 proxies, holding 209,531,229 shares, Including 86 shareholders attending the meeting both in person and by proxy and including the number of shares attending the meeting and casting a vote of 559,069,075 shares or, 67.4278% of the total number of issued shares according to the Company's Articles of Association, Clause 34, stipulates that the shareholders' meeting must be a shareholder in person and by proxies attending at least 25 shareholders and must hold shares in total not less than one-third of the total number of issued shares by the company to constitute a quorum. Therefore, from the number of shareholders attending the meeting and the number of shares held a quorum was formed according to the Company's Articles of Association.
The secretary of the meeting introduced the directors and executives attended the meeting. In addition, the Company also invited an auditor from PricewaterhouseCoopers ABAS Company Limited and the legal consultants from Siam Premier International Law Office Limited to attend the meeting. Also this meeting, Inventech Systems (Thailand) Co., Ltd. Acted as the organizer of the meeting system as well as checking the registration of the shareholders and counting the votes together with Ms. Natcha Wattanapoonchai in order that the shareholders' meeting will be transparent, legitimate and in accordance with the Company's Articles of Association.
The MeetingMr. SomchainukcommencedEngtrakul,at 10.00 athe.m.Chairman of the Board of Directors and Independent Director, acted as the Chairman of the Meeting opened the meeting and welcomed all shareholders to the Annual General Meeting of Shareholder of the year 2024. For the Meeting to be accurate, the Chairman requested Ms. Pornpilai Kosonprapa, to clarify the agendas and the voting Procedure on each agenda to the shareholders.
In order to comply with the Good Corporate Governance Principles, the Company provided the opportunity to the shareholders to propose matters that deemed appropriate to include in the agenda of this Annual General Meeting of Shareholder, to nominate a person to be elected as a director from 14th November 2023 to 31th January 2024 through the websites www.majorcineplex.com and www.set.or.th including to submit questions about the meeting agendas in advance via email
MAJOR CINEPLEX GROUP PUBLIC COMPANY LIMITED
Registration No. 0107545000047
1839,1839/1,1839/6 Phaholyothin Rd., Ladyao, Jatuchak, Bangkok 10900 Tel: 0-2511-5427-36www.majorcineplex.com
หน้า2 / 13
since 5th March 2024. There was no shareholder proposed any matter. Therefore, the meeting will be conducted according to the agenda specified in the invitation letter for the Annual General Meeting of Shareholders.
Voting Criteria and vote counting of shareholders:
1. Casting a vote according to the company's regulations requires shareholders to have one vote per share for voting in the shareholders' meeting.
2. Any shareholder who has a conflict of interest in any agenda will not have the right to vote on that agenda. In this meeting, there are 7 agendas to be considered, whereby Agenda 1, 3 - 5, and Agenda 7 must be approved by a majority vote of the total votes of the shareholders who attend the meeting and cast a vote. Agenda 6 must receive approval votes of not less than two-thirds of the total number of votes of shareholders attending the meeting. However, there was no special interest in this meeting, so all shareholders were entitled to vote on every agenda. As for Agenda 2, It was an agenda for acknowledgment so no voting was required
3. In casting a vote, the secretary will inform the shareholders to select the desired agenda, then press the "Vote" button. The system will display all 3 channels for voting: agree, disagree, and abstain for shareholders or many proxies, The system will display all names of proxies by voting separately for each user account. If selected cancel the vote or abstain from voting. The company will assume that you agree with that agenda. Voting can be changed until the voting is closed.
4. Vote counting
- The company will deduct the disapproval and abstention votes from the total number of votes of the shareholders in attending the meeting and casting a vote, and the rest will be considered votes for "Agree".
- Shareholders who make a proxy for others to attend the meeting and as a voting form according to the wishes of the shareholders, the Company has taken the votes of agreeing, disagreeing, or abstaining according to the wishes of the shareholders were recorded in consolidated in the registration for voting the agenda.
- The secretary of the meeting informs the meeting of the voting results of each agenda. The votes counted will include the votes of the shareholders attending the meeting both in person and by proxies, with each agenda using the latest number of shares of attendees in that agenda.
- In case of Proxy, accepting proxies from many shareholders press the menu to select "Account" and click on the "Change Account" button to access other shareholders' accounts. Shareholders must remain on the agenda until the end of the agenda and must vote on each agenda before closing the vote on that agenda. In the event that shareholders left the meeting room or log-out from the system before closing the meeting vote on any agenda Shareholders' votes will not be counted as a quorum for such agenda and the votes will not be counted in that agenda. However, left the meeting or logging out of any agenda will not deprive the shareholders' rights or proxies to return to the meeting and vote on the next agenda in the system.
5. Q&A and comment procedure
- Before voting on each agenda The Chairman of the meeting will give the meeting attendees the opportunity to ask questions or express their opinions on issues related to that agenda as appropriate the shareholders can inquire through messages. In which the shareholders must choose the agenda that they want to ask questions, then press the "Question" button and type your question or
MAJOR CINEPLEX GROUP PUBLIC COMPANY LIMITED
Registration No. 0107545000047
1839,1839/1,1839/6 Phaholyothin Rd., Ladyao, Jatuchak, Bangkok 10900 Tel: 0-2511-5427-36www.majorcineplex.com
หน้า3 / 13
comment and press send question. The company will answer questions in the meeting room on the agenda related to that question. The company reserves the right to consider selecting questions as appropriate. The company may bring your questions to answer at the end of the meeting or to answer on the company's website.
When the secretary of the Meeting had explained the voting criteria, then the Chairman proceeded the meeting according to the following agendas.
Agenda 1: To consider adopting the Minutes of the 2023 Annual General Meeting of
Shareholders held on 7 | April 2023 | |||||||
The Chairman | announced | that | the Company held the Annual General Meeting of | |||||
th | ||||||||
Shareholders for year 2023 held on 7 | April 2023 and the minutes of the meeting has been recorded | |||||||
and submitted to the Stock Exchange of Thailand ("SET") and the Ministry of Commerce within the | ||||||||
period of time prescribed by laws. It was also disclosed in the Company's website, | ||||||||
www.majorcineplex.com, Details of which are shown in enclosure No2. The Board of Directors has | ||||||||
also reviewed the accuracy of the said minutes and it has been stated correctly as the meeting has | ||||||||
resolved in all respect before submitting to the SET and the Department of Business Development. | ||||||||
The Board of Directors considered appropriate to propose the Meeting of Shareholders to consider | ||||||||
and adopt the Minutes of Annual General Meeting of Shareholders for year 2023, details of which | ||||||||
are shown in attachment to the Invitation to Attend the Annual General Meeting of Shareholders. | ||||||||
The Chairman asked whether any shareholder wishes to make any question to the agenda. | ||||||||
When it appeared that there were no further questions from shareholder, the chairman requested | ||||||||
the meeting to consider adopting the Minutes of the Annual General Meeting of Shareholders for | ||||||||
year 2023. | ||||||||
Resolution: the Meeting has considered and adopt the Minutes of the Annual General | ||||||||
Meeting of Shareholders for year 2023, by majority vote of the shareholders attending the meeting | ||||||||
with the right to vote in the amount of 90 persons, totaling 559,170,976 shares or 67.44% of the | ||||||||
total issued shares of the Company and the voting comprised of; | 100.0000 | percent | ||||||
Approved | 559,170,976 | votes | or | |||||
Disapproved | 0 | votes | or | 0.0000 | percent | |||
Abstained | 0 | votes | or | 0.0000 | percent |
AgendaThe2: ToChairmancknowledassignedtheMrCompany's. Vicha Poolvaraluk,OperatingDirector,PerformanceChairmanof theof Executivey ar 2023Committee and Chief Executive Officer, to report the result of the Company's operating performance of the year 2023 to meeting for.
Mr. Vicha Poolvaraluk, reported the result of business operation of the Company in 2023 to the meeting as detailed in the Annual Report which was attached together with the invitation in advance.
The Chairman invited Ms. Thitapat Issarapornpat, Chief Finance Officer, to report the company's actions regarding anti-corruption in the past year
Ms. Thitapat Issarapornpat, Chief Finance Officer, declared to the meeting that in the past year, the company has placed importance on developing a good corporate governance system and proactively combating corruption. In 2023, important operations were carried out as follows :
1. Reviewing the good corporate governance policy to comply with the laws, principles of good corporate governance, and good practices both domestically and internationally. The Board of Directors, the executives, and all employees are aware of and comply with this.
MAJOR CINEPLEX GROUP PUBLIC COMPANY LIMITED
Registration No. 0107545000047
1839,1839/1,1839/6 Phaholyothin Rd., Ladyao, Jatuchak, Bangkok 10900 Tel: 0-2511-5427-36www.majorcineplex.com
หน้า4 / 13
2. Reviewing the process and system for receiving complaints and reporting corruption in order to ensure standardized management, monitoring, and reporting, as well as to create confidence among stakeholders in transparent, fair, and verifiable management.
3. Preparing for a renewal of certification as a member of the Thai Private Sector Collective Action against Corruption (CAC) for the second time in 2028.
4. Developing a process for inspecting and overseeing transparency in transactions with third parties (Third Party Screening) to prevent individuals involved in corruption or unlawful acts from conducting business with the company
After the report on the Company's actions on anti-corruption, the Chairman asked whether any shareholder wishes to make any question to the agenda. When it appeared that there were no further questions from shareholder, the chairman announced that this agenda is for acknowledgment; therefore, a vote is not required.
Agenda 3: To consider and approved the Financial statements for the fiscal year 2023, ended 31st December 2023.
The Chairman assigned Ms. Thitapat Issarapornpat, Chief Finance Officer, to report the Financial Statements of the Company in the fiscal year 2023 ended on 31st December 2023 to the meeting for consideration.
Ms. Thitapat Issarapornpat, report that the Financial Statements of the Company in the fiscal year 2023 ended on 31st December 2023 which has been audited by the certified public accountant and has been reviewed by the Audit Committee of the Company, the details of which are shown in attachment to the Invitation, which are summarized as follows:
(Unit : Baht)
Financial Position | 2023 | ||||||||
Assets | 14,425,954,080 | ||||||||
Liabilities | 8,313,800,682 | ||||||||
Shareholder's Equity | 6,112,153,398 | ||||||||
Operating Results | 2023 | (Unit : Baht) | |||||||
Revenues | 8,551,299,963 | ||||||||
Net Profit | 1,041,812,874 | ||||||||
The Chairman | Earnings per share | 1.18 | |||||||
asked whether any shareholder | wishes to make any question to the agenda. | ||||||||
When it appeared that there were no further questions from shareholder, the chairman requested | |||||||||
the meetingst | to consider and approved the audited financial statements for the fiscal year 2023, | ||||||||
ended 31 December 2023. | |||||||||
Resolution: the Meeting sthas considered and resolved to approve the financial statements | |||||||||
for the fiscal year 2023, ended 31 | December 2023 by majority vote of the shareholders attending | ||||||||
the meeting with the right to vote in the amount of 91 persons, totaling 559,172,476 shares or | |||||||||
67.44% of the total issued shares of the Company and the voting comprised of; | percent | ||||||||
Approved | 555,736,676 | votes | or | 100.0000 | |||||
Disapproved | 0 | votes | or | 0.0000 | percent | ||||
Abstained | 3,435,800 | votes | or | 0.0000 | percent |
MAJOR CINEPLEX GROUP PUBLIC COMPANY LIMITED
Registration No. 0107545000047
1839,1839/1,1839/6 Phaholyothin Rd., Ladyao, Jatuchak, Bangkok 10900 Tel: 0-2511-5427-36www.majorcineplex.com
หน้า5 / 13
Agenda 4: Consider the allocation of profits for the payment of dividends from the 2023 The operatingChairman assignedresults andMs.acknowledgeThitapat Issarapornpat,the i terimChiefdividendFinancepaymentOfficer, to declare the
dividend distribution for the year 2023 to the Meeting for consideration.
Ms. Thitapat Issarapornpat declared to the meeting that, the Company has a policy to pay dividends as announced at the rate of not less than 40 % of net profit after tax and legal reserves. The company has considered the future investment plan and the need to reserve funds for business operations and expansion of the company's business and must not have any significant impact on the normal operations of the Company and its subsidiaries.
In 2023, the company has a net profit after income tax of Baht 1,041.81 million, representing earnings per share equal to 1.18 baht per share. The company can therefore consider paying dividends to shareholders in accordance with section 115 of the Public Limited Companies Act. B.E.2535 (and as amended) and according to Clause 43 of the Company's Articles of Association, which stipulates that dividends shall not be paid from dividends from other types of money other than profits. By paying dividends to be divided by the number of shares, each shares equally.
The company hereby proposes to the shareholders' meeting to consider approving the payment of dividends twice, totaling 0.65 Baht per share, amounting to 571,704,316 Baht, which represents 54.88 percent of the net profit per share. This includes an interim dividend payment for the first 6-month period from 1st January to 30th June 2023, at the rate of 0.50 Baht per share, amounting to 447,333,751 Baht, which was paid on 5th September 2023, as an interim dividend payment for the shareholders' meeting to acknowledge, and the remaining dividend payment for the operating results of the last 6-month period from 1st July to 31st December 2023, according to the financial statements ending on 31st December 2023, proposed at the rate of 0.15 Baht per share, amounting to 124,370,565 Baht, calculated from 829,137,102 shares, excluding the repurchased shares (treasury stock) of 65,530,400 shares, which is proposed for shareholders' approval. The shareholders entitled to receive dividends will be determined on 10th April 2024 (Record Date), and the dividend payment to shareholders is scheduled for 30th April 2024
Subsequently, the chairman asked the meeting if there were any further comments or questions, and there were additional questions from a shareholder as follows :
, shareholder had asked 2 questions as follows;
1Mr. Why. Sathapornis the ratioKotheeranurakof dividends paid to profits lower than the previous year?
2. From which part does the dividend payment come? Is it necessary to loan more money? follows:Ms. Thitapat Issarapornpat, Chief Finance Officer and Company Secretary clarified as 1. The reason the ratio of dividends paid to profits is lower than the previous year is because the company had carried out a Treasury Stock project to manage finances, which used
approximately 950 million Baht from the past year's operations. The details are shown in the financial statements for the year 2023.
2. The dividends paid come from the company's operational results in 2023, not from loan. The Chairman asked whether the meeting have any further question. There were no further questions from shareholders. The Chairman requested the meeting to consider and approve
dividend payment for the year 2023.
MAJOR CINEPLEX GROUP PUBLIC COMPANY LIMITED
Registration No. 0107545000047
1839,1839/1,1839/6 Phaholyothin Rd., Ladyao, Jatuchak, Bangkok 10900 Tel: 0-2511-5427-36www.majorcineplex.com
หน้า6 / 13
- the Meeting has considered and approve dividend payment for the year 2023 by majorityResolutionvote of the shareholders attending the meeting with the right to vote in the amount of 91 persons, totaling 559,172,476 shares or 67.44% of the total issued shares of the Company and the voting comprised of;
Approved | 559,164,176 | votes | or | 100.0000 | percent |
Disapproved | 0 | votes | or | 0.0000 | percent |
Abstained | 8,300 | votes | or | 0.0000 | percent |
Agenda 5: To consider the election of the directors in replacement of the directors who
retired by rot tion. | |||
The Chairman assigned the Secretary of the Meeting to elucidate the details of the election | |||
of the directors in replacement of the directors who retiring by rotation to the meeting. | |||
The Secretary of the Meeting declared that according to the law and the Company's Articles | |||
of Association determines that at the annual general meeting of shareholders, not less than one- | |||
third of the number of the directors in the Board of Directors, shall retire by rotation. At present, | |||
the directors retiring by rotation in this year will have 4 persons as the following: | |||
1. Mrs. Paradee | Poolvaraluk | Director and Executive Director | |
2. Mr. Pawatt | Ongvasith | Director, Executive Director, Nomination and | |
Remuneration Committee, Risk management | |||
3. Mr. Satian | Pooprasert | Committee, Investment Committee | |
Independent Director, Chairman of Risk management | |||
Committee and Corporate Governance and | |||
4. Ms. Chonticha Chitrarporn | Sustainability Development Committee | ||
Independent Director, Chairman of Corporate | |||
Governance and Sustainability Development | |||
Committee, Audit Committee and Risk management | |||
Committee | |||
For nominating the directors, the Company made an announcement to invite the | |||
shareholders to propose the names the qualified candidates for the positions of the directors to be | |||
elected asth directors of the Companyst | in advance via SET website and publish on company website |
from 14 November 2023 to 31 January 2024. The consequence is none of shareholders propose the name of candidates to the Company.
In this regard, the Nomination and Remuneration Committee has considered 4 candidates qualified with knowledge, competence, experience, good working record, virtue, ethics, good attitude to the Company and ability to sufficiently devote their time to the Company's operation benefit in line with the directors' structure.
In addition, qualified candidates proposed for appointment as independent directors have been considered as qualified persons according to the regulations of the Stock Exchange of Thailand and the Securities and Exchange Commission being able to provide opinions on various matters independently. Therefore, The Nomination and Remuneration Committee resolved to propose to the Board of Directors to further propose to Meeting of Shareholders to appoint directors who retired by rotation to be the director for another term. Documents for consideration on this agenda have been sent to shareholders together with the Invitation as the Enclosure 4.
In order to comply with the principles of good corporate governance, the Company has to elect directors individually. The results of the election would be released for each individual nominee.
The chairman asked whether the meeting have any further question, when it appeared that there were no further questions from shareholder, The Chairman then proposed that the meeting consider voting on this agenda.
MAJOR CINEPLEX GROUP PUBLIC COMPANY LIMITED
Registration No. 0107545000047
1839,1839/1,1839/6 Phaholyothin Rd., Ladyao, Jatuchak, Bangkok 10900 Tel: 0-2511-5427-36www.majorcineplex.com
หน้า7 / 13
- The Meeting has considered and resolved by majority vote of the total entitled votes presentingResolutionin the amount of 91 persons, totaling 559,172,476 shares or 67.44% of the total issued shares of the Company approved the election of 4 Directors namely,
Mrs. Paradee Poolvaraluk, Mr. Pawatt Ongvasith, Mr. Satian Pooprasert, Ms. Chonticha Chitrarporn to be the Company's Directors as proposed as follows:
- Mrs. Paradee Poolvaraluk with the votes as follows:
Approved | 496,321,800 | votes | or | 88.7600 | percent |
Disapproved | 62,850,676 | votes | or | 11.2399 | percent |
Abstained | 0 | votes | or | 0.0000 | percent |
(2) Mr. Pawatt Ongvasith with the votes as follows: | or | 83.5196 | percent | ||
Approved | 467,018,981 | votes | |||
Disapproved | 92,153,495 | votes | or | 16.4803 | percent |
Abstained | 0 | votes | or | 0.0000 | percent |
(3) Mr. Satian Pooprasert with the votes as follows: | or | 78.1999 | percent | ||
Approved | 437,272,395 | votes | |||
Disapproved | 121,900,081 | votes | or | 21.8000 | percent |
Abstained | 0 | votes | or | 0.0000 | percent |
(4) Ms. Chonticha Chitrarporn with the votes as follows: | or | 89.1147 | percent | ||
Approved | 498,305,100 | votes | |||
Disapproved | 60,867,376 | votes | or | 10.8852 | percent |
Abstained | 0 | votes | or | 0.0000 | percent |
Agenda 6 To consider fixing remuneration and meeting allowanceremunerationfor the directors for the
The yearChairman2024 declared that in consideration of the fixingand meeting allowance for the directors for the year 2024, the Nomination and Remuneration Committee took into account the remuneration's appropriateness which is compatible with roles and responsibilities and compared with other operators in both the similar industry and size, including profit growth. The Nomination and Remuneration Committee, thus, resolved then proposed to the Board of Directors' meeting to propose to the Annual General Meeting of Shareholders for the year 2024 as detailed in enclosure No.5 for further consideration and approval of the remuneration of the Board of Directors for the year 2024 in the amount not exceeding Baht 13.6 Million, are the remuneration of the Board of Directors for not exceeding Baht 8.4 Million and the special remuneration for Baht 5.2 Million.
The Chairman assigned Mr. Kraithip Krairiksh, Chairman of Nomination and Remuneration Committee, to elucidate the details of the agenda to meeting.
Mr. Kraithip Krairiksh elucidated that the Nomination and Remuneration Committee has
considered and proposed to the Board of Directors propose to the meeting of shareholders for further | ||||
in the amount | exceeding Baht 13.6 Million, which are the | |||
consideration and approval of remun ration | the directors, the Audit Committee, nd other sub- | |||
remuneration of the Board of Directors | for | not exceeding Baht 8.4 Million | and | the special |
co mittees for the year 2024 | not | |||
remuneration for not exceeding Baht 5.2 Million. |
In this regard, the remuneration of directors, excluding sub-committees, remains the same as in 2023. The remuneration increased due to the appointment of more sub-committees, including the Investment Committee. Risk Management Committee Corporate Governance and Sustainability Development Committee
MAJOR CINEPLEX GROUP PUBLIC COMPANY LIMITED
Registration No. 0107545000047
1839,1839/1,1839/6 Phaholyothin Rd., Ladyao, Jatuchak, Bangkok 10900 Tel: 0-2511-5427-36www.majorcineplex.com
หน้า8 / 13
Remuneration for attending Directors' meetings | |||||
eration for the directors Baht 8.4 Million is consisted of: | |||||
(1) | For the Board of Directors: To be | paid annually to the Chairman in the amount of | |||
(2) | Baht 360,000 per year, and the directors in amount of Baht 595,000 per year. | ||||
For the Audit Committee: To be paid annually to the Chairman of the Audit | |||||
Committee in the amount of Baht 125,000 per year, and to the other member in | |||||
(3) | amount of Baht 75,000 per year. | ||||
For the Remuneration and Compensation Committee: To be paid annually to each | |||||
(4) | member of such Committee in the amount of Baht 30,000 per year. | ||||
For the Executive Committee: To be paid annually to the Chairman of the Executive | |||||
Committee in the amount of Baht 125,000 per year, and to other member in | |||||
(5) | amount of Baht 75,000 per year. | ||||
For the Investment Committee, Risk Management Committee, and Corporate | |||||
Governance and Sustainability Development Committee, the remuneration will be | |||||
paid to each director in the amount of 10,000 baht per meeting. | |||||
by comparing information in 2020 to 2023 as detailed in the Enclosure No.5. | |||||
The Chairman asked whether any shareholder wishes to make any question to the agenda. | |||||
When it appeared that there were no further questions from shareholder, the chairman requested | |||||
the meeting to consider and approve fixing remuneration and meeting allowance for the directors | |||||
for the year 2024. | |||||
Resolution: the Meeting has considered and resolved to approve fixing remuneration and | |||||
meeting allowance for the directors for the year 2024 in the amount not exceeding Baht 13.6 Million | |||||
as Board of Directors proposed with a vote of not less than two-thirds of the total entitled votes | |||||
presenting in the amount 92 persons, totaling 559,173,676 shares or 67.44% of the total issued | |||||
shares of the Company and the voting comprised of; | or | 99.8946 | percent | ||
Approved | 558,584,386 | votes | |||
Disapproved | 1,400 | votes | or | 0.0002 | percent |
Abstained | 587,890 | votes | or | 0.1051 | percent |
Agen | 7 To consider appointing an auditor and fixin rem neration for the year 2024 | |||
auditor | ||||
an | The Chairman assigned the Secretary of the Meeting to elucidate the details of appointing | |||
and fixing remuneration for the year 2024 to meeting for consideration. | ||||
The Secretary of the Meeting elucidated that pursuant to of the Public Limited Companies | ||||
Act B.E. 2535 (as amended), Section 120, and the Company's Articles of Association, Article 38 | ||||
which determines that the General Meeting of Shareholders has authority to appoint auditors and | ||||
determine the auditing fee in every year. For 2024, The Audit Committee has considered and | ||||
proposed to the Board of Directors in order to purpose to the General Meeting of Shareholders to | ||||
appoint the auditors from PricewaterhouseCoopers ABAS Limited, namely: | ||||
1. Ms. Tithinun | Vankeo | a certified public accountant no. 9432 | ||
2. Ms. Nuntika | Limviriyalers | a certified public accountant no. 7358 | ||
3. Mr. Pisit | Tangtanakul | a certified public accountant no. 4095 | ||
As the Company's auditor for the year 2024 to audit and opinion on financial statements |
and consolidated financial statements. Anyone of the auditors has been authorized to audit and certify financial statements and consolidated financial statements. In the event that the auditors whose names appear above cannot carry out their duties, PricewaterhouseCoopers ABAS Ltd. has been authorized to appoint another auditor of PricewaterhouseCoopers ABAS Ltd. to perform the work.
MAJOR CINEPLEX GROUP PUBLIC COMPANY LIMITED
Registration No. 0107545000047
1839,1839/1,1839/6 Phaholyothin Rd., Ladyao, Jatuchak, Bangkok 10900 Tel: 0-2511-5427-36www.majorcineplex.com
หน้า9 / 13
In this regard, in consideration of the appointment of the auditors, the Audit Committee | ||||||
considered from the performance and independence, audit fees, qualifications as stipulated by the | ||||||
Securities and Exchange Commission and the Stock Exchange of Thailand as the criteria. | ||||||
Moreover, PricewaterhouseCoopers ABAS Limited and the three auditors mentioned above | ||||||
are completely independent from the Company and have no relation/interest with the Company, | ||||||
its subsidiaries, executives, major shareholders or connected persons of such auditors in a manner | ||||||
which may affect the independency of auditor, details of which are shown in enclosure No.6 to the | ||||||
Invitation to attend the meeting of shareholders which were already sent to the shareholders. | ||||||
Therefore, the Meeting of Shareholders was requested to consider and determine the 2024 | ||||||
auditing fee in amount of not exceeding Baht 3,780,000 and acknowledge auditing fee of the | ||||||
Company's subsidiaries in amount of not exceeding Baht 3,490,000; the total audit fee of the | ||||||
Company and its subsidiaries for the year 2024 is not more than Baht 7,270,000 as the sum auditing | ||||||
fee for preparing and auditing the 2024 financial statements; the details of which are shown in the | ||||||
enclosure No.6. | ||||||
The Chairman asked whether any shareholder wishes to make any question to the agenda. | ||||||
When it appeared that there were no further questions from shareholder, the chairman requested | ||||||
the meeting to approve appointing an auditor and fixing remuneration for the year 2024. | ||||||
Resolution: the Meeting has considered and resolved by majority vote of the shareholders | ||||||
attending the meeting with the right to vote in the amount of 92 persons, totaling 559,173,676 | ||||||
shares or 67.44% of the total issued shares of the Company and the voting comprised to approve | ||||||
the appointment of PricewaterhouseCooper ABAS Ltd to be audit firm for the Company and its | ||||||
subsidiaries for the year 2024 and to appoint the following auditors from PricewaterhouseCooper | ||||||
ABAS Ltd. as the Company's Auditors to audit and opine on financial statements and consolidated | ||||||
financial statements for the year 2024; | a certified public accountant no. 9432 | |||||
1. Ms. Tithinun | Vankeo | |||||
2. Ms. Nuntika | Limviriyalers | a certified public accountant no. 7358 | ||||
3. Mr. Pisit | Tangtanakul | a certified public accountant no. 4095 | ||||
By determining the 2024 auditing fee in amount of not exceeding Baht 3,780,000 and | ||||||
acknowledgement of auditing fee of the Company's subsidiaries for the year 2024 in amount of not | ||||||
exceeding Baht 3,490,000; the total audit fee of the Company and its subsidiaries for the year 2024 | ||||||
is not more than Baht 7,270,000 and the voting comprised of; | 100.0000 | percent | ||||
Approved | 547,510,157 | votes | or | |||
Disapproved | 0 | votes | or | 0.0000 | percent | |
Abstained | 11,663,519 | votes | or | 0.0000 | percent |
AgendaAt8theOtherend ofbusinessAgenda 7,(iftheany)Chairman asked whether any shareholder wishes to propose any matter to the meeting for further consideration.
-None-
The Chairman, then, asked whether any shareholder wishes to make any comment or question.
MAJOR CINEPLEX GROUP PUBLIC COMPANY LIMITED
Registration No. 0107545000047
1839,1839/1,1839/6 Phaholyothin Rd., Ladyao, Jatuchak, Bangkok 10900 Tel: 0-2511-5427-36www.majorcineplex.com
หน้า10 / 13
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Major Cineplex Group pcl published this content on 14 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 April 2024 08:23:00 UTC.