Date/Time 19 ก.พ. 2569 19:48:00
Headline
Notification of the resolution of the Board of Directors Meeting No.2/2026, Schedule of the 2026 Annual General Meeting of Shareholders, and Dividend Payment.
Letter No. : PHOL-002/2026 Subject : Notification of the resolution of the Board of Directors Meeting No.2/2026, Schedule of the 2026 Annual General Meeting of Shareholders, and Dividend Payment. To : The President The Stock Exchange of Thailand ______________________________________________________________________ Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 19-Feb-2026 Shareholder's meeting date : 28-Apr-2026 Beginning time of meeting (hh:mm) : 14 : 00 Record date for the right to attend the : 05-Mar-2026 meeting Ex-meeting date : 04-Mar-2026 Significant agenda item : - Cash dividend payment - Changing / renewal of the term of the director(s) Type of meeting : Electronic meeting Venue of the meeting : Electronic meeting Agenda Item : 1 Agenda Detail : To acknowledge the reports of operating results for the year ended 31 December 2025 Type : To acknowledge Board's Resolution : The Board of Directors deemed it appropriate to propose the Company's operating performance report for the year 2025, together with other important information, for acknowledgment by the shareholders at the meeting. Agenda Item : 2 Agenda Detail : To consider and approve of the Audited Consolidated Financial Statements of the Company for the financial year end as of 31 December, 2025. Type : To Consider and approve Board's Resolution : The Board of Directors of the Company deems it appropriate to propose to the Shareholders' Meeting to consider and approve the financial statements for the year ended December 31, 2025, which have been audited by a certified public accountant and reviewed by the Audit Committee. Agenda Item : 3 Agenda Detail : To consider and approve the dividend payment 2025 and the allocation of profit for legal reserve. Type : To Consider and approve Board's Resolution : The Board of Directors resolved to propose to the Annual General Meeting of Shareholders for consideration and approval the appropriation of net profit as follows: - Allocation as legal reserved amounts 2.31 MB., resulting in accumulated legal reserves equivalent to 10% of the company registration capital. - Approved the dividend payment for the fiscal year of 2025 of Baht 0.25 per share to shareholders of 202,500,232 shares. Total dividend payment will be 50.63 MB. or dividend payout of 76.63 percent of the net profit generated from the company's Consolidated financial statements. The Company has paid the interim dividend of Baht 0.10 per share, therefore remain dividend are paid from the second six months' operating at the rate of Baht 0.15 per share, totaling 30.38 MB. The record date to determine names of shareholders who have the right to receive dividend payment will be on 5 March, 2026. The dividend payment date will be on 20 May, 2026. Such dividend payment shall be further proposed to shareholders' meeting for approval. Individual shareholders who receive dividends may be entitled to claim a dividend tax credit in accordance with Section 47 bis of the Revenue Code, as the dividends are paid out of profits on which the Company has already paid corporate income tax at the rate of 20%. The dividend tax credit may be calculated as dividends multiplied by 20/80. Please note that the right to receive the annual dividend payment remains uncertain unless and until it is approved by the shareholders at the upcoming AGM 2026. Agenda Item : 4 Agenda Detail : To consider and approve the appointment of directors in replacement of those who must retire by rotation Type : To consider and approve the appointment of directors Board's Resolution : Resolution of the Board of Directors, which does not include the interested directors, has carefully considered the appropriateness and best interests of the Company. It has concluded that all the nominated directors meet the relevant criteria, are suitable for the Company's business, and that the independent directors fulfill the legal requirements regarding the independence of directors. These independent directors are able to provide their opinions impartially. The Board has approved the proposal of the Nomination and Remuneration Committee to propose to the shareholders' meeting to consider re-electing 3 directors who retired by rotation to perform their duty for another term Agenda Item : 5 Agenda Detail : To consider the remuneration of director for 2026 Type : To Consider and approve Board's Resolution : Approved the remuneration for directors of year 2026 at unchanged rate with the previous approval of shareholders meeting in 2025 date 23 April 2025. This shall be further proposed to the shareholders' meeting for approval as follows: 1. Remuneration; monthly compensation and attendance to be an amount not exceeding of 4 MB. 2. Bonus; 2.5% of dividend payment (allocated 1.5 part for the Chairman, 1 part to all directors member) Shall be effective after the resolution of AGM 2026. More detail : For more information regarding this agenda, please read the Full Detailed News file. Agenda Item : 6 Agenda Detail : To consider and approve the appointment of auditor and fix his/her remuneration for the year ended 31 December 2026 Type : To Consider and approve Board's Resolution : The Board of Directors considered and approved, in accordance with the recommendation of the Audit Committee, which had carefully reviewed and screened the matter, to propose to the Annual General Meeting of Shareholders for consideration the appointment of any one of the auditors of Dharmniti Auditing Co., Ltd. as the Company's and its subsidiaries' auditor for the year, ending 31 December 2026, with an audit fee of amounts Baht 1,430,000 (excluding value added tax) increasing Baht 30,000 equal to 2.14% of previously due to the increased portion of income growth, unless the additional service is available for additional inspection transaction from normal operation (if any). The appointment of the auditor and the determination of the audit fee as stated above will be proposed to the shareholders' meeting for approval accordingly. There shall be no other non-audit service fee provided, and namely as follow:- Agenda Item : 7 Agenda Detail : To consider other agenda Type : To acknowledge ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 19-Feb-2026 Type of dividend payment : Cash dividend payment Record date for the right to receive : 05-Mar-2026 dividends Ex-dividend date : 04-Mar-2026 Payment for : Common shareholders Cash dividend payment (baht per share) : 0.15 Par value (baht) : 1.00 Payment date : 20-May-2026 Paid from : Operating period from 01-Jul-2025 to 31-Dec-2025 Remark : The right to receive dividend, as the case maybe, is uncertain as it has not yet been approved by shareholders. ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. NOPPADOL DHEERABUTRVONGKUL Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 12-Sep-2007 Position in company (2) : CHAIRMAN OF THE AUDIT COMMITTEE Effective Date (2) : 19-Sep-2017 Position in company (3) : Nomination and Compensation Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Miss MATHUSORN SRIKERD Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 27-Apr-2023 Position in company (2) : AUDIT COMMITTEE Effective Date (2) : 27-Apr-2023 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. APICHART JARUTANGTRONG Position in company (1) : DIRECTOR Effective Date (1) : 11-Aug-2022 Position in company (2) : Risk Management and Sustainability Oversight Committee ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : Mr. PERADATE PONGSATHIANSAK CPA License No. : 4752 Accounting and Audit firm : DHARMNITI AUDITING CO., LTD. Audit End Date : 31-Dec-2026 No : 2 Auditor Name : Miss SORAYA TINTASUWAN CPA License No. : 8658 Accounting and Audit firm : DHARMNITI AUDITING CO., LTD. Audit End Date : 31-Dec-2026 No : 3 Auditor Name : MR. Vorakorn Sangpo CPA License No. : 14409 Accounting and Audit firm : DHARMNITI AUDITING CO., LTD. Audit End Date : 31-Dec-2026 No : 4 Auditor Name : Mr. SUWAT MANEEKANOKSAKUL CPA License No. : 8134 Accounting and Audit firm : DHARMNITI AUDITING CO., LTD. Audit End Date : 31-Dec-2026 ______________________________________________________________________ More detail : The Annual General Meeting of Shareholders for 2026 ("the AGM"), via electronics (E-AGM) according to the Emergency decree on Electronics Meeting B.E.2563 and other related laws and regulations. In order to protect the rights and interests of all shareholders in the event that a shareholder cannot attend the meeting and wish to appoint a proxy to vote on behalf of he/she. The Board of Directors has appointed the Independent Director namely; Assoc.Prof.Dr.Ekachidd Chungcharoen, General Chaiwat Satondee and Mr. Wisarute Srirojanakul are as the company's proxy. In addition, the Board of Directors Meeting has authorized Mr.Thanya Wangthamrong, Chief Executive Officer, to do any acts and things in relation to the convening and holding of the Annual General Meeting of Shareholders for the year 2026, including to amend and/or add to the agenda of the shareholders' meeting, and/or change the time, place or agenda of such meeting. In the event causing the Company to be unable to hold the shareholders' meeting as original scheduled and notify the Board of Directors for acknowledgement. ______________________________________________________________________ The company hereby certifies that the information above is correct and complete. Signature _________________ ( Mr.THANYA WANGTHAMRONG ) DIRECTOR Authorized person to disclose information Signature _________________ ( Mr.PORNSAK CHUNHAJINDA ) DIRECTOR Authorized person to disclose information ______________________________________________________________________ Management and Organization Development Office: Company Secretary/Investor Relation Tel: 02-791 0111 ext. 226, 206 ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement. If you would like to see the full details of this information, please click view "full details" in attached file.