News
21 March 2023
Notice of 2023 Annual General Meeting of Shareholders (The 30th Meeting) of SCG Packaging Public Company Limited
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). The names of the independent directors not due to retire by rotation at the 2023 Annual General Meeting of Shareholders are as follows:
- Mr. Prasarn Trairatvorakul
- Mr. Chalee Chantanayingyong
- Mrs. Pongpen Ruengvirayudh
- Mr. Vanus Taepaisitphongse
- Mr. Vibul Tuangsitthisombat
- Mrs. Suphajee Suthumpun
Profiles of the Independent Directors proposed to be proxies are provided herewith as Attachment No. 4.
Shareholders who wish to attend the meeting by themselves or proxies are requested to wear a face mask all the time and test with Antigen Test Kit (ATK) before attending the Shareholders meeting if they may encounter with signs of PUI (Patients Under Investigation) or suspected infection of the following symptoms such as a body temperature of 37.5 degrees Celsius and over, or cough, runny nose, sore throat, sneezing, headache, loss of sense of smell or taste, diarrhea, conjunctivitis, rash on skin, rapid breathing, shortness of breath, or difficulty breathing.
In this regard, shareholders are encouraged to submit questions in advance to the Annual General Meeting of Shareholders by Tuesday, March 21, 2023, via channels provided (please use the Form for submission of questions in advance provided herewith as Attachment No. 8). 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 shareholders or proxies attending the Meeting are requested to submit their questions in writing 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 24, 2023
By the instruction of the Board of Directors
(Ms. Wararee Toah-ngern)
Company Secretary
Notes:
1. To attend the 2023 Annual General Meeting of Shareholders, the Company has sent the Registration Form with barcode together with the Notice to the shareholders via post.
2. 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: scgp_corporatesecretary@scg.com 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.
3. Should you need the printed supporting documents for the 2023 Annual General Meeting of Shareholders, please fill the details in the "Requisition Form of Notice of the 2023 Annual General Meeting of Shareholders and/or 2022 Annual Report and/or 2022 Sustainability Report " attached in Attachment No. 11.
4. 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
5. For shareholders with escorts, please be informed that your escorts are welcome to join the guest area during the meeting.
6. Please refrain from taking photos, videos or voice recordings of the meeting.
For more information, 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: scgp_corporatesecretary@scg.com
