Notice of 2023 Annual General Meeting of Shareholders (The 30th Meeting
of SCG Packaging Public Company Limited
Subject The Schedule of 2023 Annual General Meeting of Shareholders (The 30th Meeting)
To Shareholders
Attachments
1. 2022 Annual Report (Form 56–1 One Report) and 2022 Sustainability Report (QR Code)
2. Profiles of the nominated candidates for the election of the Directors in replacement of those to be retired by rotation
3. Profiles of the Auditors proposed for the year 2023
4. Profiles of the Independent Directors proposed by the Company to act as Proxy for Shareholders
5. Company‘s Articles of Association relating to the General Meeting of Shareholders
6. Voting, Counting, and Announcement of the Vote
7. QR Code Downloading Procedures for supporting documents for the 2023 Annual General Meeting of Shareholders
8. Form for submission of questions in advance of the 2023 Annual General Meeting of Shareholders
9. Map of the venue of the Shareholders Meeting, The Athenee Hotel Bangkok
10. Documents required prior to attending the Meeting, Documents for Proxy and Proxy Form A, Form B and Form C as specified by the Department of Business Development, Ministry of Commerce
11. Requisition Form of Notice of the 2023 Annual General Meeting of Shareholders and/or 2022 Annual Report and/or 2022 Sustainability Report
The Board of Directors Meeting on Tuesday, January 24, 2023, resolved that the 2023 Annual General Meeting of Shareholders (The 30th Meeting) shall be held on Tuesday, March 28, 2023 at 14:30 hours at the Athenee Crystal Hall, 3rd floor, The Athenee Hotel, Bangkok, 61 Wireless Road, Pathumwan, Bangkok 10330 to consider matters according to the agenda together with the Board of Directors’ opinions as follows:
Agenda 1: To acknowledge the Company’s Annual Report for the year 2022
Board of Directors’ opinion: requests the Meeting to acknowledge the Company’s 2022 Annual Report stating the Company’s performance and major changes during the year 2022.
Agenda 2: To consider and approve the Financial Statements for the year ended December 31, 2022
Board of Directors’ opinion: requests the Meeting to approve the financial statements for the year ended December 31, 2022, as audited and certified by the auditors and reviewed by the Audit Committee.
Agenda 3: To consider and approve the allocation of profit for the year 2022
Board of Directors’ opinion: requests the Meeting to approve the full year 2022 dividend payment at the rate of 0.60 Baht per share. The final dividend payment shall be 0.35 Baht per share and made on April 24, 2023.
Agenda 4: To consider and elect the Directors in replacement of those to be retired by rotation
Board of Directors’ opinion: requests the Meeting to elect Pol. Col. Thumnithi Wanichthanom, Mrs. Kaisri Nuengsigkapian, Prof. Kitipong Urapeepatanapong and Mr. Thiraphong Chansiri to be directors of the Company for another term, whereby Mrs. Kaisri and Prof. Kitipong are qualified as independent directors.
Agenda 5: To consider and appoint the Auditors and fix the Audit Fees for the year 2023
Board of Directors’ opinion: requests the Meeting to appoint Ms. Sureerat Thongarunsang or Ms. Pornthip Rimdusit or Mr. Songchai Wongpiriyaporn of KPMG Phoomchai Audit Ltd. to be the Company’s auditors and to approve the audit fees of 2,675,000 Baht for the year 2023 as recommended by the Audit Committee.
Agenda 6: To consider and approve the remuneration of the Company‘s Directors and Sub–committee members for the year 2023
Board of Directors’ opinion: requests the Meeting to approve the retention of the remuneration of the Directors and Sub-committee members for the year 2023 pursuant to the rules and rates previously approved by the Meeting of Shareholders as recommended by the Corporate Governance and Nomination Committee.
Agenda 7: To consider and approve the amendments to the Company’s Articles of Association
Board of Directors’ opinion: requests the Meeting to approve the amendments to the Company’s Articles of Association, Clauses 8, 21, 25, 29, 36, 39 and 42, to comply with the Public Limited Company Act B.E. 2535 (and its amendments) as recommended by the Corporate Governance and Nomination Committee.
All shareholders are cordially invited to attend the 2023 Annual General Meeting of Shareholders (The 30th Meeting) to be held on Tuesday, March 28, 2023 at 14:30 hours at the Athenee Crystal Hall, 3rd floor, The Athenee Hotel, Bangkok, 61 Wireless Road, Pathumwan, Bangkok 10330 as shown in the Map of the venue of the Shareholders Meeting, which is provided herewith in Attachment No. 9. The commencement for registration to attend the meeting will be from 12:30 hours.
For shareholders who wish to appoint a proxy to attend and vote on their behalf in the meeting, please kindly complete and duly sign either Proxy Form A, Form B or Form C (Form C is only for foreign investors who authorize the custodian in Thailand to keep and safeguard their shares) provided herewith as Attachment No. 10 or download them at www.SCGPackaging.com and execute only one of the aforementioned forms.
In addition, shareholders may appoint the Company’s independent directors as their proxies to attend the meeting and vote on your behalf by giving a clear vote instruction for each agenda item (please use Proxy Form B