February 24, 2022
Subject: Notification of the Resolutions of the Board of Directors' Meeting No. 1/2022 in respect of the recommendation for the dividend payment and the date for calling the 2022 Annual General Meeting of Shareholders
To: The President
The Stock Exchange of Thailand
We, MK Restaurant Group Public Company Limited ("the Company"), are pleased to inform you of the important resolutions passed at the Board of Directors' meeting no.1/2022, held on February 24, 2022 as follows:
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To recommend to the 2022 Annual General Meeting of Shareholders for approval of an annual dividend payment for the year 2021 of Baht 0.80 per share or Baht 736.70 million in total and the dividend will be paid on May 25, 2022. Such dividend payments are paid from the Company's net profit and retained earnings which are subject to corporate income tax of 20%. Shareholders who are natural persons are entitled to claim tax credit which equals to the dividend received times ¼
In this regard, the Company sets the date for determining the names of shareholders who shall be entitled to receive the dividend (Record Date) on May 11, 2022. - To fix the date for calling the 2022 Annual General Meeting of Shareholders on Wednesday of April 27, 2022 at 14.00 hours through an electronic meeting platform (E-AGM) only.
In this regard, the Company sets the date for determining the names of shareholders who shall be entitled to attend the 2022 Annual General Meeting of Shareholders (Record Date) on March 10, 2022. - The agenda of the 2022 Annual General Meeting of Shareholders are as follows:
- To acknowledge the Report of the Board of Directors for the year 2021.
- To approve the financial statements for the year ended December 31, 2021.
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To approve the appropriation of profit and the dividend payment for the year 2021.
Board's Opinion: The Meeting should approve the dividend payment for the year 2021 at the rate of Baht 0.80 per share or Baht 736.70 million in total and the dividend will be paid on May 25, 2022.
Such dividend payments are paid from the Company's net profit and retained earnings which are subject to the corporate income tax of 20%. Shareholders who are natural persons are entitled to claim tax credit which equals to the dividend received times ¼.
In this regard, the Company sets the date for determining the names of shareholders who shall be entitled to receive the dividend (Record Date) on May 11, 2022. - To elect directors in replacement of those who are due to retire by rotation.
In the 2022 Annual General Meeting of Shareholders, four directors are due to retire by rotation,
namely: | ||
1. | Mr. Katiya Greigarn | Independent Director, Member of Audit Committee and |
Chairman of Corporate Governance, Nominating and | ||
Compensation Committee | ||
2. | Mr. Sujint Chumpolkanjana | Independent Director |
3. | Mr. Pravit Tantiwasinchai | Director |
4. Mrs. Yupin Thirakomen | Director |
Board's Opinion: Based on the recommendations of the Corporate Governance, Nominating and Compensation Committee, the Board of Directors, excluding the directors having conflict of interest, recommend that the four retiring directors namely, Mr. Katiya Greigarn, Mr. Sujint Chumpolkanjana, Mr. Pravit Tantiwasinchai and Mrs. Yupin Thirakomen, be re-appointed as the directors of the Company for another term.
5. To approve the remunerations of directors.
The Corporate Governance, Nominating and Compensation Committee recommended that the directors' remuneration for the year 2022 and the directors' annual bonus for the year 2021 be as follows:
- The current remunerations for the Company directors and the members of the sub-committees are still appropriate and, thus, should not be changed.
- The annual bonus for the Company's directors for the year 2021 should vary proportionally to the change of the annual dividend for the year 2021.
Board's Opinion: Based on the recommendations of the Corporate Governance, Nominating and Compensation Committee, the Board of Directors is of the opinion that the 2022 Annual General
Meeting of Shareholders should approve the directors' remuneration for the year 2022 and the directors' annual bonus for the year 2021 as follows:
Directors' bonus
Position | For the year 2021 | For the year 2020 | Change from Y2020 | |
Chairman of the Board | 373,600 Baht | 467,000 | Baht | -93,400 Baht |
Director | 248,800 Baht | 311,000 | Baht | -62,200 Baht |
Monthly retaining fee | ||||
Position | Y2022 | Y2021 | Change from Y2021 | |
Chairman of the Board | 37,500 Baht | 37,500 | Baht | - |
Director | 25,000 Baht | 25,000 | Baht | - |
Attendance fee for members of the Audit Committee | ||||
Position | Y2022 | Y2021 | Change from Y2021 | |
Chairman | 27,000 Baht | 27,000 | Baht | - |
Director | 18,000 Baht | 18,000 | Baht | - |
Attendance fee for members of the Board's sub-committees | ||||
Position | Y2022 | Y2021 | Change from Y2021 | |
Chairman | 22,500 Baht | 22,500 | Baht | - |
Director | 15,000 Baht | 15,000 | Baht | - |
Note: Directors who are executives of the Company are not entitled to receive any compensation in their capacity as the directors of the Company.
6. To appoint the auditors and fix their remunerations for the year 2022.
In selecting the appropriate auditors with reasonable audit fee to be appointed as the auditors of the Company for the year 2022, the Audit Committee has recommended that Mr. Wichart Lokatekrawee (Certified Public Accountant registration No.4451) and/or Ms. Siriwan Surathepin (Certified Public Accountant registration No.4604) and/or Ms. Satida Ratananurak (Certified Public Accountant registration No.4753) of EY Office Limited be appointed as the auditors of the
Company and its subsidiaries for the year 2022. The audit fee as quoted by the auditor for the audit services of the Company for the year 2022 is Baht 2,200,000, decreased Baht 140,000 compared to the year 2021.
Board's Opinion: The Board has concurred with the recommendations of the Audit Committee that the 2022 Annual General Meeting of Shareholders should appoint the auditors mentioned above as the auditors of the Company and its subsidiaries for the year 2022 and further that the Meeting should approve the proposed audit fee for the Company of Baht 2,200,000 for the year 2022.
7. To consider other businesses (if any). Please be informed accordingly
Yours sincerely,
(Mr. Rit Thirakomen)
Chief Executive Officer
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MK Restaurant Group pcl published this content on 24 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 February 2022 10:41:02 UTC.