Date/Time 26 Feb 2026 17:20:00
Headline
Dividend Payment, Schedule and Agenda for the General Meeting of Shareholders No. 114
Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 26-Feb-2026 Shareholder's meeting date : 10-Apr-2026 Beginning time of meeting (hh:mm) : 13 : 30 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 : Electronic meeting Venue of the meeting : Electronic meeting (e-AGM) Agenda Item : 1 Agenda Detail : To acknowledge the Board of Directors' Report of Year 2025 Operations Type : To acknowledge Board's Resolution : It is considered appropriate to report the operations of year 2025 to the meeting of shareholders for acknowledgment. Agenda Item : 2 Agenda Detail : To consider approving the Financial Statements for the year ended December 31, 2025 Type : To Consider and approve Board's Resolution : It is considered appropriate for the meeting of shareholders to approve the Financial Statements for the year ended December 31, 2025, which have been considered by the Audit Committee and audited by the Certified Public Accountant. Agenda Item : 3 Agenda Detail : To consider approving the appropriation of profit from 2025 operating results and dividend payment Type : To Consider and approve Board's Resolution : It is considered appropriate for the meeting of shareholders to approve the appropriation of profit from 2025 operating results and dividend payment, as follows: - No legal reserve appropriation because the Bank's legal reserve has reached the amount required by laws. - Dividend payment from 2025 operating results to ordinary shareholders at the rate of Baht 12.00 per share. In addition, the proposed special dividend payment at the rate of Baht 2.00 per share is intended to enhance total shareholder return and the efficiency of the Bank's strong capital management. This special dividend payment is a one-time payment and does not imply any commitment to future special dividend payment. As a result, the total dividend for the year will be Baht 14.00 per share, of which the Bank paid interim dividend at the rate of Baht 2.00 per share on September 26, 2025, and will pay the remaining dividend at the rate of Baht 12.00 per share. The record date will be set on April 22, 2026 to determine a list of shareholders entitled to receive dividend. The dividend payment shall be made on May 8, 2026. The dividend payment will be derived from retained earnings, which are subject to corporate income tax of 20 percent. Therefore, an individual shareholder may apply for tax credit on dividend at the rate of 20/80 of the dividend amount received. Agenda Item : 4 Agenda Detail : To consider the election of directors to replace those retiring by rotation Type : To consider and approve the appointment of directors Board's Resolution : Directors who have to retire by rotation this year are, i.e., Mr. Saravoot Yoovidhya, Mr. Chanin Donavanik, Ms. Chonchanum Soonthornsaratoon, Mr. Chatchai Luanpolcharoenchai, and Ms. Kattiya Indaravijaya. The Board of Directors, exclusive of the nominated directors, prudently screened with the proposal of the Human Resources and Remuneration Committee, and considered it appropriate for the meeting of shareholders to re-elect Mr. Saravoot Yoovidhya, Mr. Chanin Donavanik, Mr. Chatchai Luanpolcharoenchai, and Ms. Kattiya Indaravijaya, due to retire by rotation, as the Bank's directors for another term. The Board was of the view that these four directors have the skills, expertise and qualifications for banking business, having no prohibited characteristics for appointment as directors of a financial institution in accordance with applicable laws. In addition, they have performed their duties with full responsibility, due care and integrity in compliance with the regulatory requirements, objectives, Articles of Association of the Bank, resolutions of the Board of Directors, as well as resolutions of the General Meeting of Shareholders and the principles of good corporate governance. All the proposed directors received approval from the Bank of Thailand. Mr. Chatchai Luanpolcharoenchai is also qualified as an Independent Director per the criteria as specified by the Bank, able to express his independent opinions, and in compliance with relevant criteria. As for Ms. Chonchanum Soonthornsaratoon, due to retire by rotation, she has expressed her intent not to be nominated for re-election as a director for another term. Agenda Item : 5 Agenda Detail : To consider the election of new directors Type : To consider and approve the appointment of directors Board's Resolution : As the Bank has provided an opportunity for shareholders holding, in aggregate, not less than 5 percent of the total voting rights of the Bank to propose persons for election as directors of the Bank in accordance with the criteria prescribed by the Bank, Gulf Development Public Company Limited, a shareholder of the Bank, has exercised such right and proposed two persons for election as Independent Directors at the shareholders' meeting, namely Ms. Choosri Kietkajornkul and Associate Professor Dr. Narongdech Srukhosit. In order to comply with Section 89/28 of the Securities and Exchange Act B.E. 2535 (1992) and the Notification of the Capital Market Supervisory Board No. TorJor. 78/2564 Re: Criteria for Shareholders' Proposal of Shareholders' Meeting Agenda Items, the Board of Directors has duly considered the qualifications of the nominated persons and resolved to propose that the shareholders' meeting consider and elect both candidates to serve as Independent Directors of the Bank. The Board of Directors has considered the proposal from the Human Resources and Remuneration Committee and is of the opinion that both candidates possess qualifications, knowledge, and experience that will be beneficial to the Bank's operations and that they do not possess any prohibited characteristics for serving as directors of a financial institution. In addition, both candidates meet the qualifications of Independent Directors as defined under applicable laws and regulations, as well as the Bank's criteria, and in line with the principles of good corporate governance. Both candidates have also received approval from the Bank of Thailand. All directors, regardless of whether they are nominated by any shareholder or appointed by the Board of Directors, have a legal duty to perform their duties with responsibility, due care, and integrity, and must act in the best interests of the Bank and its shareholders as a whole, in accordance with applicable laws, regulations, and the principles of good corporate governance. Agenda Item : 6 Agenda Detail : To consider approving the remuneration of directors Type : To Consider and approve Board's Resolution : The Board of Directors concurred with the proposal of the Human Resources and Remuneration Committee, and considered it appropriate for the meeting of shareholders to approve, as follows: 1) Maintain the remuneration for directors, Credit and Investment Committee members, and Board Committee members for 2026, at the same rate as that of 2025 as approved by the General Meeting of Shareholders No. 113. 2) Exclude Executive Director from director remuneration. 3) Terminate the remuneration for the Legal Adviser since there is no director holding such position. 4) Adjust the Directors' Bonus payment to 0.5 percent of the dividend payment, but not more than the total fixed retainer annually paid to the Board of Directors. Agenda Item : 7 Agenda Detail : To consider approving the appointment and the fixing of remuneration of auditor Type : To Consider and approve Board's Resolution : The Board of Directors concurred with the proposal of the Audit Committee, and considered it appropriate for the meeting of shareholders to appoint Ms. Sureerat Thongarunsang, CPA Registration Number 4409, or Ms. Orawan Chunhakitpaisan, CPA Registration Number 6105, or Mr. Chokechai Ngamwutikul, CPA Registration Number 9728, of KPMG Phoomchai Audit Limited as the Bank's auditor for the year 2026. It is also considered appropriate to fix the remuneration of auditor for the year 2026 totaling Baht 16,046,000. Other audit fees that may additionally be incurred under regulatory requirements shall be under discretion of the Management Committee, as deemed appropriate. Agenda Item : 8 Agenda Detail : Other businesses (if any) Type : To acknowledge ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 26-Feb-2026 Type of dividend payment : Cash dividend payment Record date for the right to receive : 22-Apr-2026 dividends Ex-dividend date : 21-Apr-2026 Payment for : Common shareholders Cash dividend payment (baht per share) : 10.00 Special dividend (baht per share) : 2.00 Par value (baht) : 10.00 Payment date : 08-May-2026 Paid from : Retained Earnings ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. SARAVOOT YOOVIDHYA Position in company (1) : DIRECTOR Effective Date (1) : 07-Apr-2022 ______________________________________________________________________ Change of director/Executive Expired by rotation Director Name : Mr. CHANIN DONAVANIK Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 03-Apr-2017 Expire Date (1) : 10-Apr-2026 Position in company (2) : AUDIT COMMITTEE Effective Date (2) : 07-Apr-2022 Expire Date (2) : 10-Apr-2026 Terminate Reason : Non-renewal of term (term expired) ______________________________________________________________________ Change of director/Executive New election Director Name : Mr. CHANIN DONAVANIK Be appoint to replace (if any) : Mr.CHANIN DONAVANIK Position in company (1) : Director Effective Date (1) : 10-Apr-2026 More detail : Pending approval by the shareholders' meeting. ______________________________________________________________________ Change of director/Executive Expired by rotation Director Name : Miss CHONCHANUM SOONTHORNSARATOON Position in company (1) : DIRECTOR Effective Date (1) : 02-Apr-2020 Expire Date (1) : 10-Apr-2026 Terminate Reason : Non-renewal of term (term expired) ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. CHATCHAI LUANPOLCHAROENCHAI Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 09-May-2025 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Miss KATTIYA INDARAVIJAYA Position in company (1) : DIRECTOR Effective Date (1) : 01-Jan-2016 Position in company (2) : CHIEF OF EXECUTIVE OFFICER Effective Date (2) : 01-Jan-2016 ______________________________________________________________________ Change of director/Executive New election Director Name : Miss CHOOSRI KIETKAJORNKUL Position in company (1) : Independent Director Effective Date (1) : 10-Apr-2026 ______________________________________________________________________ Change of director/Executive New election Director Name : Mr. NARONGDECH SRUKHOSIT Position in company (1) : Independent Director Effective Date (1) : 10-Apr-2026 ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : Miss SUREERAT THONGARUNSANG CPA License No. : 4409 Accounting and Audit firm : KPMG PHOOMCHAI AUDIT LIMITED Audit End Date : 31-Dec-2026 No : 2 Auditor Name : Miss ORAWAN CHUNHAKITPAISAN CPA License No. : 6105 Accounting and Audit firm : KPMG PHOOMCHAI AUDIT LIMITED Audit End Date : 31-Dec-2026 No : 3 Auditor Name : Mr. CHOKECHAI NGAMWUTIKUL CPA License No. : 9728 Accounting and Audit firm : KPMG PHOOMCHAI AUDIT LIMITED Audit End Date : 31-Dec-2026 ______________________________________________________________________ The company hereby certifies that the information above is correct and complete. Signature _________________ ( MR.Krit Jitjang ) Corporate Secretary Authorized person to disclose information ______________________________________________________________________ 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.