Subject The Schedule of 2024 Annual General Meeting of Shareholders (The 31st Meeting)
To Shareholders Attachments
1. 2023 Annual Report (Form 56-1 One Report) and 2023 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 2024
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. Documents Required to Attend the Meeting, Appointment of Proxy, Submission of Meeting Attendance Request Form (E-Request), and Voting, Counting, and Announcement of the Vote for Meeting via Electronic Media (E-Meeting)
7. Procedures for Submitting Meeting Attendance Request Form (E-Request) and Using Electronic Meeting Systems (E-Meeting)
8. Proxy Form A and Form B as specified by the Department of Business Development, Ministry of Commerce
9. Form for submission of questions in advance of the 2024 Annual General Meeting of Shareholders
10. Requisition Form of Notice of the 2024 Annual General Meeting of Shareholders and/or 2023 Annual Report and/or 2023 Sustainability Report
11. Application form to join the SCGP’s shareholders activity for the year 2024-2025
12. Contact Information
The Board of Directors Meeting on Tuesday, January 23, 2024, resolved that the 2024 Annual General Meeting of Shareholders (The 31st Meeting) shall be held on Tuesday, March 26, 2024, at 14:30 hours via electronic media (E-Meeting) only, in compliance with the Articles of Association of the Company, Clause 21, the Emergency Decree on Electronic Meetings B.E. 2563 (2020) and other related laws and regulations, 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 2023 Board of Directors’ opinion: requests the Meeting to acknowledge the Company’s 2023 Annual Report stating the Company’s performance and major changes during the year 2023. Agenda 2:To consider and approve the Financial Statements for the year ended December 31, 2023 Board of Directors’ opinion: requests the Meeting to approve the financial statements for the year ended December 31, 2023, 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 2023 Board of Directors’ opinion: requests the Meeting to approve the full year 2023 dividend payment at the rate of 0.55 Baht per share. The final dividend payment shall be 0.30 Baht per share and made on April 22, 2024. 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 Mr. Thammasak Sethaudom, Mrs. Suphajee Suthumpun and Mr. Wichan Jitpukdee to be directors of the Company for another term, and elect Mr. Roongrote Rangsiyopash to be a director in replacement of Mr. Chalee Chantanayingyong, whereby Mrs. Suphajee is qualified as independent director. Agenda 5:To consider and appoint the Auditors and fix the Audit Fees for the year 2024 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 2,699,000 Baht for the year 2024 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 2024 Board of Directors’ opinion: requests the Meeting to approve the retention of the remuneration of the Directors and Sub-committee members for the year 2024 pursuant to the rules and rates previously approved by the Meeting of Shareholders as recommended by the Corporate Governance and Nomination Committee.
All shareholders are cordially invited to attend the 2024 Annual General Meeting of Shareholders (The 31st Meeting) via electronic media (E-Meeting) only, on Tuesday, March 26, 2024, at 14:30 hours. (The Company has not arranged any meeting room.)* The meeting attendance request form and other required documents can be submitted via E-Request in advance beginning from Tuesday, March 19, 2024, at 08:30 hours until the meeting is adjourned. After your submitted request form has been verified and approved, the registered shareholder or proxy will receive an approval notification email containing information about username and password and a link to register and attend the meeting on the meeting day (March 26, 2024). The electronic conference system will be accessible on Tuesday, March 26, 2024, at 12:30 hours until the meeting is adjourned.
For shareholders who wish to appoint a proxy to attend and vote on their behalf in the meeting, kindly complete and duly sign either Proxy Form A or Form B provided herewith as Attachment No. 8 or download them at www.scgpackaging.com and execute only one of the aforementioned forms. Then, submit the meeting attendance request form and other required documents via E-Request and submit the completed Proxy Form with the required documents to the Company in advance so that the Company receives them by Monday, March 25, 2024. For your convenience, the Company will facilitate the affixing of stamp duty to the Proxy Form submitted to the Company.
Shareholders or proxies can find the details about documents required to attend the meeting, appointment of proxy, submission of meeting attendance request form (E-Request), and Voting, Counting, and Announcement of the Vote for Meeting via Electronic Media (E-Meeting) in Attachment No. 6 and the details about procedures for submitting meeting attendance request form (E-Request) and using electronic meeting systems (E-Meeting) in Attachment No. 7. You can appoint the Company’s independent directors to act as your proxy to vote on your behalf by giving a clear vote instruction for each agenda item (please use Proxy Form B). The names of the independent directors not due to retire by rotation at the 2024 Annual General Meeting of Shareholders are as follows:
1) Mr. Prasarn Trairatvorakul
2) Mrs. Kaisri Nuengsigkapian
3) Mrs. Pongpen Ruengvirayudh
4) Professor Kitipong Urapeepatanapong
5) Mr. Vanus Taepaisitphongse
6) Mr. Vibul Tuangsitthisombat
Profiles of the Independent Directors proposed to be proxies are provided herewith as Attachment No. 4.
In this regard, for your convenience, shareholders or proxies are encouraged to submit questions in advance to the Annual General Meeting of Shareholders by Tuesday, March 19, 2024, via channels provided (please use the Form for submission of questions in advance provided herewith as Attachment No. 9). Questions will then be gathered, and only those directly related to the agenda items where voting is involved will be addressed during the meeting. The remaining questions and suggestions will be summarized and attached to the minutes of the Annual General Meeting of Shareholders, which will be disclosed on the SET Portal and published on the Company’s website within 14 days of the date of the Annual General Meeting of Shareholders.
The Company truly appreciates your understanding and looks forward to your continued cooperation.
Yours faithfully,
Bangkok, February 23, 2024
By the instruction of the Board of Directors
(Ms. Wararee Toah-ngern)
Company Secretary
Notes:
1. *The meeting control system for the Annual General Meeting of Shareholders’ live broadcasting will be at The Siam Cement Public Company Limited, Multipurpose Building, 1 Siam Cement Road, Bangsue, Bangsue, Bangkok.
2. To attend the 2024 Annual General Meeting of Shareholders, the Company has sent the Registration Form with the information of the shareholders to be used in the attendance request form for e-meeting (E-Request), together with the Notice to the shareholders via post.
3. The Notice to shareholders and its attachments are also publicized on the Company’s website (www.scgpackaging.com). For any queries, please forward your questions to the E-mail address: [email protected] or registered post to Corporate Secretary Office, SCG Packaging Public Company Limited, 19th Floor, SCG 100th Year Building, 1 Siam Cement Road, Bangsue District, Bangsue Sub-District, Bangkok 10800 or fax to 02-586-3007, with the complete contact information.
4. E-Request requires an email address to receive 1) a registration link and 2) username and password to attend the meeting.
5. The rights to attend the meeting and vote in the meeting are individual rights of a shareholder or proxy. A username cannot be used to log in to Inventech Connect system to attend the meeting simultaneously with other devices. Therefore, the shareholders or proxies shall use the username and password to attend the meeting by themselves only and shall not share them to any other person or persons.
6. Should you need the printed supporting documents for the 2024 Annual General Meeting of Shareholders, please fill the details in the “Requisition Form of Notice of the 2024 Annual General Meeting of Shareholders and/or 2023 Annual Report and/or 2023 Sustainability Report ” attached in Attachment No. 10.
7. The Company has announced Privacy Notice, to notify the shareholders of details about the collecting, use, and disclosure of your personal data. Please see further details at www.scgpackaging.com.
8. The Company reserves the right to change date, time, place and/or format of the 2024 Annual General Meeting of Shareholders (The 31st Meeting) as appropriate. In case of any changes, the Company will inform the shareholders in advance on the SET Portal and the Company’s website.
For inquiries about E-Meeting system/technical support, please contact:
Call Center
Tel: 02-931-9133
(available from March 19–26, 2024, during 08:30 ¬– 17:30 hours on Business days only).
For more information about meeting agenda, please contact:
Ms. Wararee Toah-ngern or Ms. Karnchanaporn Puangsuwan or Ms. Pimchanok Na Patthalung
Corporate Secretary Office, SCG Packaging Public Company Limited
Phone: 02-586-5382, 02-586-2855, 02-586-3016 Fax: 02-586-3007
Email: [email protected]
