Date/Time 26 ก.พ. 2569 21:27:00
Headline
Resolutions of the Board of Directors' Meeting on the appointment to replace the retiring director, Dividend Payment and Schedule for Annual General Meeting of Shareholders 2026
Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 26-Feb-2026 Shareholder's meeting date : 24-Apr-2026 Beginning time of meeting (hh:mm) : 10 : 00 Record date for the right to attend the : 13-Mar-2026 meeting Ex-meeting date : 12-Mar-2026 Significant agenda item : - Cash dividend payment - Changing / renewal of the term of the director(s) - To consider and approve the amendment of Article of the Company's Memorandum of Association to reflect the capital reduction Type of meeting : Electronic meeting Venue of the meeting : Electronic meeting Agenda Item : 1 Agenda Detail : To consider and adopt the minutes of the Annual General Meeting of Shareholders 2025 Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose the minutes of the 2025 Annual General Meeting of Shareholders, which the Board of Directors considers to have been accurately recorded, to the shareholders' meeting for approval. Agenda Item : 2 Agenda Detail : To acknowledge the operating results for the year ended 31 December 2025 Type : To acknowledge Board's Resolution : It is deemed appropriate to propose that the shareholders' meeting acknowledge the past performance during the year 2025 Agenda Item : 3 Agenda Detail : To consider and approve the reduction of registered capital and the amendment to the company's Memorandum of Association to reflect the capital reduction Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose that the Meeting of Shareholders consider and approve the reduction of the Company's registered capital by cancelling unissued ordinary shares in the amount of Baht 243,629,392, from the existing registered capital of Baht 1,055,729,798, divided into 1,055,729,798 shares, to the new registered capital of Baht 812,100,406, divided into 812,100,406 shares, with a par value of Baht 1 per share, and the amendment to Clause 4 of the Company's Memorandum of Association. In addition, it is deemed appropriate to propose that the 2026 Annual General Meeting of Shareholders approve the authorization for the Board of Directors and/or the Chief Executive Officer and/or any person designated by the Board of Directors and/or the Chief Executive Officer to have the authority to determine, amend, and change any conditions and details relating to the Company's registered capital decrease, and to amend or revise the wording in the relevant registration documents as necessary. Agenda Item : 4 Agenda Detail : To consider and approve the financial statements for the year ended 31 December 2025 Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose that the shareholders' meeting consider and approve the company's financial statements for the fiscal year ended December 31, 2025, which have been audited and certified by the certified public accountant of EY Company Limited and approved by the Audit Committee Agenda Item : 5 Agenda Detail : To consider and approve the payment of dividends for the Company's operating results for the accounting period ended 31 December 2025 and the allocation of net profit to the legal reserve Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose a dividend payment from the net profit according to the consolidated financial statements for the operating results of the year 2025 to the company's shareholders for a total of 812,100,406 common shares at a rate of 0.165 Baht per share, amounting to a total of 133,996,566.99 Baht, representing 50% of the net profit based on the consolidated financial statements. Such dividend payment is in accordance with the Company's dividend policy. The record date for shareholders entitled to receive the dividend is set for May 7, 2026, and the annual dividend payment to the company's shareholders is scheduled for May 22, 2026. This proposal will be submitted for approval at the shareholders' meeting. Additionally, the company has fully allocated the legal reserve at 10% of the registered capital. Agenda Item : 6 Agenda Detail : To consider and approve the appointment of directors in place of those retiring by rotation for the year 2026 Type : To consider and approve the appointment of directors Board's Resolution : The Board of Directors, excluding those with a conflict of interest in this agenda item, has considered and deemed it appropriate to propose that the shareholders' meeting consider and approve the reappointment of directors who are retiring by rotation for another term. Agenda Item : 7 Agenda Detail : To consider and approve the determination of remuneration for the Company's directors and sub-committee members for the year 2026 Type : To Consider and approve More detail : For more information regarding this agenda, please read the Full Detailed News file. Agenda Item : 8 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 : Upon consideration and screening by the Audit Committee and the Board of Directors, it is deemed appropriate to propose that the Annual General Meeting of Shareholders consider and approve the appointment of auditors from EY Office Limited as the Company's auditors for the year 2026, with three certified public accountants responsible for signing and certifying the Company's financial statements. The audit fee for the year 2026 is proposed at Baht 1,350,000, excluding other actual out-of-pocket expenses, taxes, and additional service fees, such as travel expenses, accommodation, telecommunications, postage, and copying and photocopying costs, which will be charged on an actual basis. Agenda Item : 9 Agenda Detail : To consider other agenda Type : To Consider and approve More detail : For more information regarding this agenda, please read the Full Detailed News file. ______________________________________________________________________ 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 : 07-May-2026 dividends Ex-dividend date : 06-May-2026 Payment for : Common shareholders Cash dividend payment (baht per share) : 0.165 Par value (baht) : 1.00 Payment date : 22-May-2026 Paid from : Operating period from 01-Jan-2025 to 31-Dec-2025 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. DJITT LAOWATTANA Position in company (1) : Chairman of the Board of Director Effective Date (1) : 28-Jan-2026 Position in company (2) : INDEPENDENT DIRECTOR Effective Date (2) : 25-Apr-2018 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. KITIPAT CHOLLAVUTH Position in company (1) : DIRECTOR Effective Date (1) : 27-Apr-2023 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. TARATE POSHYANANDA Position in company (1) : Independent Director Effective Date (1) : 26-Dec-2025 Position in company (2) : Audit Committee Member Effective Date (2) : 28-Jan-2026 Position in company (3) : Nomination and Remuneration Committee Member, Corporate Governance and Sustainability Committee Member ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. SURACHAI KOSITSAREEWONG Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 27-Apr-2023 Position in company (2) : CHAIRMAN OF AUDIT COMMITTEE Effective Date (2) : 28-Jan-2026 Position in company (3) : Chairman of Nomination and Remuneration Committee, Chairman of Corporate Governance and Sustainability Committee ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : Mr. SERM BRISUTHIKUN CPA License No. : 9452 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2026 No : 2 Auditor Name : Miss KRONGKAEW LIMKITTIKUL CPA License No. : 5874 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2026 No : 3 Auditor Name : Mr. NATTHAWUT SANTIPET CPA License No. : 5730 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2026 ______________________________________________________________________ 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. 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