Date/Time 25 Feb 2026 18:49:00
Headline
Notification of the Board of Directors' Resolution Regarding the Dividend Payment and Schedule of 2026 Annual General Meeting of Shareholders (Hybrid Meeting).
Letter No. : COMSEC 002/2026 Subject : Notification of the Board of Directors' Resolution Regarding the Dividend Payment and Schedule of 2026 Annual General Meeting of Shareholders. (Hybrid Meeting) To : President The Stock Exchange of Thailand ______________________________________________________________________ Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 25-Feb-2026 Shareholder's meeting date : 23-Apr-2026 Beginning time of meeting (hh:mm) : 10 : 00 Record date for the right to attend the : 12-Mar-2026 meeting Ex-meeting date : 11-Mar-2026 Significant agenda item : - Cash dividend payment - Changing / renewal of the term of the director(s) Type of meeting : Hybrid meeting Venue of the meeting : Grand Ballroom, Avani Sukhumvit Bangkok Hotel Agenda Item : 1 Agenda Detail : To consider and acknowledge the minutes of the Annual General Meeting of Shareholders 2025, held on Monday, April 28, 2025. Type : To acknowledge Board's Resolution : The Board deems it appropriate to propose that the shareholders' meeting acknowledge the minutes of the Annual General Meeting of Shareholders for 2025, held on Monday, April 28, 2025. Agenda Item : 2 Agenda Detail : To consider and acknowledge a report on the Company's operating results for the year 2025 Type : To acknowledge Board's Resolution : The Board of Directors has agreed to propose to the Annual General Meeting of Shareholders for 2026 to acknowledge the Board of Directors' report on the Company's operating results in 2025. Agenda Item : 3 Agenda Detail : To consider and approve the statement of financial position and income statement for the fiscal year ending on December 31, 2025. Type : To Consider and approve Board's Resolution : The Board of Directors has agreed to propose to the Annual General Meeting of Shareholders for 2026 to consider and approve the financial statements for the year ended December 31, 2025, which have been audited by the Company's auditor and reviewed by the Audit Committee. Agenda Item : 4 Agenda Detail : To consider and approve the allocation of profits as a legal reserve, payment of dividends from the 2025 operating results. Type : To Consider and approve Board's Resolution : The Board recommended that the meeting of shareholders should consider and approve the payment of dividend from the 2025 operational results to the shareholders at the rate of Baht 0.51 per share amounting to approximately Baht 278.0 million, representing 55.23 percent of the Company's 2025 net profit. The Company did not pay any interim dividend during the year. The dividend will be paid only to shareholders who are entitled to receive the dividend according to the company's regulations, as reflected in the list of shareholders on the Record Date of May 6, 2026. The dividend payment is scheduled for May 22, 2026. Individual shareholders will be entitled to tax credits in the calculation of tax on the dividend income under Section 47 bis of the Revenue Code, as the company pays dividends from net profits that have already been subject to corporate income tax at a rate of 20%. Agenda Item : 5 Agenda Detail : To consider and approve the re-election of the Company's directors who are due to retire by rotation Type : To consider and approve the appointment of directors Board's Resolution : The Board, with the exception of members who had a conflict of interest, has agreed to propose to the Annual General Meeting of Shareholders for 2026 to consider and approve the re-election of the Company's directors who are due to retire by rotation this year to be directors of the Company for another term. The four directors retiring by rotation are as follows: 1) Dr. Chaiyawat Wibulswasdi Independent Director 2) Mr. Vichan Amornrojanawong Director 3) Mrs. Suwanna Mahakanjana Director 4) Mr. Thawach Dhiranusornkit Director Agenda Item : 6 Agenda Detail : To consider and approve the directors' remuneration for the year 2026. Type : To Consider and approve Board's Resolution : The Board concurred with the Nomination and Remuneration Committee's recommendation that the meeting of shareholders should consider and approve the remuneration of members of the Board of Directors and sub-committees for the year 2026, including the directors' annual gratuity of the 2025 operating results as proposed. In this regard the total amount of monthly remuneration and meeting allowance shall not exceeding 13.66 million baht, which is the same rate as year 2025. Annual gratuity will be paid from the 2025 operating results in an amount not exceeding 5,000,000 baht, which is the same rate as year 2025, by assigning the Nomination and Remuneration Committee to consider allocating the annual gratuity to each director as appropriate within the approved amount. It will be allocated to each director according to the length of their tenure. More detail : For more information regarding this agenda, please read the Full Detailed News file. Agenda Item : 7 Agenda Detail : To consider and approve the appointment of auditors and determine the auditor's remuneration for the year 2026. Type : To Consider and approve Board's Resolution : The Board has agreed with the recommendation of the Audit Committee to propose to the Annual General Meeting of Shareholders for 2026 to consider and approve the appointment of the following auditors from EY Office Limited as the Company's external auditors, and the auditors' remuneration for the year 2026: 1) Ms. Orawan Techawatanasirikul CPA No. 4807 2) Mrs. Gingkarn Atsawarangsalit CPA No. 4496 3) Ms. Rosaporn Dechakom CPA No. 5659 4) Ms. Wilaiporn Chaowiwatkul CPA No. 9309 5) Ms. Naraya Srisuk CPA No. 9188 The proposed auditors have no relationship with or interest in the Company, its subsidiaries, management, major shareholders, or their related persons, and are therefore independent in auditing and expressing an opinion on the Company's financial statements. Any one of the nominated auditors shall be authorized to audit and express an opinion on the Company's financial statements. The Board of Directors proposes that the Shareholders' Meeting approve the auditors' remuneration for the year 2026 in the amount of Baht 2,150,000, representing an increase of Baht 100,000 or 5% from 2025, in line with the scope of work and relevant factors. The remuneration excludes necessary and actual out-of-pocket expenses. For the audit of Indoguna (Thailand) Co., Ltd., a subsidiary of the Company, the same auditing firm is engaged. The auditors' remuneration for 2026 is Baht 340,000, unchanged from 2025. Agenda Item : 8 Agenda Detail : To consider other agenda Type : To Consider and approve ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 25-Feb-2026 Type of dividend payment : Cash dividend payment Record date for the right to receive : 06-May-2026 dividends Ex-dividend date : 05-May-2026 Payment for : Common shareholders Cash dividend payment (baht per share) : 0.51 Par value (baht) : 1.00 Payment date : 22-May-2026 Paid from : Operating period from 01-Jan-2025 to 31-Dec-2025 Remark : Please note that the announced dividend is subject to uncertainty and may change. Final approval must be obtained from the Annual General Meeting of Shareholders for the year 2026. ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. CHAIYAWAT WIBULSWASDI Position in company (1) : CHAIRMAN Effective Date (1) : 22-Oct-2021 More detail : Dr.Chayawat Wibulswasdi was appointed as a director of the company on December 7, 2022, following its conversion into a public limited company. ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. VICHAN AMORNROJANAVONG Position in company (1) : DIRECTOR Effective Date (1) : 22-Oct-2021 Position in company (2) : Co-Chairman of Corporate Governance and Sustainability Committee / Executive Committee More detail : Mr. Vichan Amornrojanavong was appointed as a director of the company on December 7, 2022, following its conversion into a public limited company. ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mrs. SUWANNA MAHAKANJANA Position in company (1) : DIRECTOR Effective Date (1) : 22-Oct-2021 Position in company (2) : Corporate Governance and Sustainability Committee More detail : Mrs. Suwanna Mahakanjana was appointed as a director of the company on December 7, 2022, following its conversion into a public limited company. ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. THAWACH DHIRANUSORNKIT Position in company (1) : DIRECTOR Effective Date (1) : 14-Oct-2013 Position in company (2) : Executive Committee More detail : Mr.Thawach Dhiranusornkit was appointed as a director of the company on December 7, 2022, following its conversion into a public limited company. ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : Miss ORAWAN TECHAWATANASIRIKUL CPA License No. : 4807 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2026 No : 2 Auditor Name : Mrs. GINGKARN ATSAWARANGSALIT CPA License No. : 4496 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2026 No : 3 Auditor Name : Miss ROSAPORN DECHARKOM CPA License No. : 5659 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2026 No : 4 Auditor Name : Ms. WILAIPORN CHAOWIWATKUL CPA License No. : 9309 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2026 No : 5 Auditor Name : Ms. NARAYA SRISUKH CPA License No. : 9188 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2026 ______________________________________________________________________ The company hereby certifies that the information above is correct and complete. Signature _________________ ( MR.DAMRONGCHAI VIPAWATANAKUL ) DIRECTOR Authorized person to disclose information ______________________________________________________________________ Company Secretary Department Tel. 02-332 8040-9 ______________________________________________________________________ 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. 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