Date/Time 27 Feb 2026 20:51:00

Headline

The 2026 Annual General Meeting of Shareholders and Dividend Payment

Symbol TNR
Source TNR
Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 27-Feb-2026 Shareholder's meeting date : 09-Apr-2026 Beginning time of meeting (hh:mm) : 10 : 00 Record date for the right to attend the : 16-Mar-2026 meeting Ex-meeting date : 13-Mar-2026 Significant agenda item : - Cash dividend payment - Changing / renewal of the term of the director(s) Type of meeting : Physical meeting Venue of the meeting : Eastin Grand Hotel Sathorn Bangkok Agenda Item : 1 Agenda Detail : To acknowledge the results of operations of the Company for 2025 Type : To acknowledge Board's Resolution : The Board proposes to the Shareholders' meeting to acknowledge the Company's operating results for the year 2025 and the significant changes that occurred in 2025. Agenda Item : 2 Agenda Detail : To consider and approve the Company's audited financial statements for the fiscal year ended 31 December 2025 with the auditor's report Type : To Consider and approve Board's Resolution : The Board of Directors considered and deemed appropriate to propose the Annual General Meeting of Shareholders' Meeting to consider and approve the Company' s audited financial statements for the fiscal year ended 31 December 2025. Agenda Item : 3 Agenda Detail : To consider and approve the allocation of the net profit as a legal reserve and dividend payment Type : To Consider and approve Board's Resolution : The Board of Directors deems it appropriate to propose to the Meeting to consider and approve the allocation of net profits and dividend payment for 2025 at Baht 0.40 per share amounting to THB 120.00 million which is consistent with the Company's dividend payment policy as follows: 1. On 12 December 2025, the Company made an interim dividend payment for the year 2025 at a rate of THB 0.20 per share (operating period from 1 January 2025 to 30 September 2025), totaling THB 60.00 million. 2. The Company is exempt from the requirement to allocate net profit as legal reserves in 2025, as it has already amassed an adequate amount of reserves in accordance with the law. 3. The remaining dividend for the year 2025 shall be paid at THB 0.20 per share amounting to THB 60.00 million as detailed below; a. Dividend payment of THB 6.00 million or equivalent to THB 0.02 per share which shall be paid from the allocation of net profit with paid corporate income tax at the rate of 20 percent under the BOI Certificate No. 1466(1)/2553. b. Dividend payment of THB 36.00 million or equivalent to THB 0.12 per share which shall be paid from the allocation of net profit with paid corporate income tax at the rate of 10 percent under the BOI Certificate No. 2117(1)/2555; and c. Dividend payment of THB 18.00 million or equivalent to THB 0.06 per share. The recipients of these dividends shall receive tax credits as the payment shall be made from the net profit of a business exempt from corporate income tax (BOI) under BOI certificate No. 68-0042-2-00-1-0. 4. The record date to determine the right to receive dividend shall be on 16 March 2026. 5. The Dividend payment shall be made on 8 May 2026. Kindly note that the right to receive dividend is uncertain because this matter must be approved by the 2026 Annual General Meeting of Shareholders. 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 : The Board of Directors (without the interested directors) has carefully considered and agreed with the recommendation of the Nomination and Remuneration Committee. Having considered by the Nomination and Remuneration Committee and the Board of Directors, the 3 nominated directors are the qualified persons with the knowledge, competencies, expertise of the Board of Directors possessing good working experience and profiles with leadership, broad vision and shall be able to devote sufficient time in the interests of the Company's business operation. The characteristics which are appropriate and in accordance with the elements and structure of the directors under the Company's business strategies are also taken into account. Such directors also have qualifications pursuant to the Public Limited Companies Act, B.E. 2535 (1992) (including any amendment thereto) and relevant rules of the Capital Market Supervisory Board. As a result, the Board of Directors (without the interested directors) deems it appropriate to propose the Meeting to re-appoint the 3 directors retiring by rotation for another term of directorship e.g. 1 to re-appoint Mr. Silpachai Ruksapol, who is retiring by rotation, to serve as Independent Director / Chairman of Audit Committee / A member of Nomination and Remuneration Committee for another term; 2 to re-appoint Mr. Amorn Dararattanaroj, who is retiring by rotation, to serve as Executive Director / Vice Chairman / A member of Nomination and Remuneration Committee for another term; and 3 to re-appoint Mr. Surapol Dararattanaroj, who is retiring by rotation, to serve as Non-Executive Director for another term; Agenda Item : 5 Agenda Detail : To consider and approve directors' remuneration and bonus for the year 2026 Type : To Consider and approve Board's Resolution : Having considered and agreed with the recommendation of the Nomination and Remuneration Committee, the Board of Directors deems it appropriate to propose the Meeting to approve the directors' remuneration for the year 2026 and the director's bonus in the total amount of not exceeding THB 7,000,000 according to the above proposal and authorize the Board of Directors to allocate the remuneration to directors and members of subcommittees as deemed appropriate as recommended by the Nomination and Remuneration Committee. Payments of remuneration for directors and members of subcommittees shall take effect from the day the resolution is passed by a vote of the shareholders and for each subsequent year, unless or until resolved otherwise by a general meeting of the shareholders of the Company. Agenda Item : 6 Agenda Detail : To consider and approve the appointment of auditors and the fix the audit fee for the year 2026 Type : To Consider and approve Board's Resolution : The Board of Directors considered and deemed appropriate to propose the AGM to consider and approve the appointment of (1) Ms. Sasipa Lawskulpaiboon (CPA No. 12400), and/or (2) Ms. Amornrat Pearmpoonvatanasuk (CPA No. 4599) and/or (3) Mr. Boonrueng Lerdwiseswit (CPA No. 6552) of PricewaterhouseCoopers ABAS Ltd. to be the Company's auditor for the year 2026 with total audit fees not exceeding THB 3,050,000 (Three-million-fifty-thousand-baht), (excluding other expenses), and any actual expense incurred. Any of them is being authorized to conduct the audit and to render an opinion on the financial statements of the Company, both consolidated and non-consolidated basis. The proposed auditors have no relationship and/or conflicts of interest against the Company, the subsidiaries, the executives, the major shareholders or other related persons thereof. Agenda Item : 7 Agenda Detail : To consider and approve the amendment to the Company's objectives and Article 3 of the Memorandum of Association Type : To Consider and approve Board's Resolution : The Board of Directors deems it appropriate to propose to the Meeting to the amendment to the Company's objectives and Article 3 of the Memorandum of Association. The following are the exact specifications of the three additional objectives: Article 58. To provide laboratory services related to research, analysis, and testing in chemical, physical, and microbiological fields for industrial, agricultural, livestock, fisheries, crop cultivation, animal husbandry, agricultural product manufacturing, food production, cosmetic production, drug invention or development, medical instrument and equipment manufacturing, testing for toxins or residues in agricultural products, food production, cosmetics, drugs, medical instruments and equipment, and various other products; and to issue certificates for information, benefit, or registration to all government agencies, state enterprises, government and private organizations, institutions, individuals, legal entities, and various establishments, both domestically and internationally. Article 59. To provide laboratory services related to research, analysis, and testing in chemical, physical, and microbiological fields, and to test for toxins or residues in medicinal plants, hemp plants, cannabis plants, and controlled herbs; and to issue certificates for information, benefit, or registration to all government agencies, state enterprises, government and private organizations, institutions, individuals, legal entities, and various establishments, both domestically and internationally. Article 60. To provide analytical, research, and testing services to identify important substances in medicinal plants, hemp, cannabis, controlled herbs, and all types of agricultural products. Such business operations must comply with all relevant laws. The purpose of this is to facilitate the provision of analytical testing services to external parties, facilitate the application for permits related to government agencies and/or relevant organizations, and generate future business opportunities. ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 27-Feb-2026 Type of dividend payment : Cash dividend payment Record date for the right to receive : 16-Mar-2026 dividends Ex-dividend date : 13-Mar-2026 Payment for : Common shareholders Cash dividend payment (baht per share) : 0.20 Derived from profit under non-BOI : 0.02 privilege (baht per share) Derived from profit under BOI privilege : 0.18 (baht per share) Par value (baht) : 1.00 Payment date : 08-May-2026 Paid from : Operating period from 01-Jan-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. AMORN DARARATTANAROJ Position in company (1) : VICE CHAIRMAN Effective Date (1) : 29-Sep-1993 Position in company (2) : A member of Nomination and Remuneration Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. SURAPON DARARATTANAROJ Position in company (1) : DIRECTOR Effective Date (1) : 22-Apr-2021 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. SILPACHAI RUKSAPOL Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 09-May-2024 Position in company (2) : CHAIRMAN OF THE AUDIT COMMITTEE Effective Date (2) : 09-May-2024 Position in company (3) : A member of Nomination and Remuneration Committee ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : Ms. Sasipa Lawskulpaiboon CPA License No. : 12400 Accounting and Audit firm : PRICEWATERHOUSE COOPERS ABAS LIMITED Audit End Date : 31-Dec-2026 No : 2 Auditor Name : Ms. AMORNRAT PEARMPOONVATANASUK CPA License No. : 4599 Accounting and Audit firm : PRICEWATERHOUSE COOPERS ABAS LIMITED Audit End Date : 31-Dec-2026 No : 3 Auditor Name : Mr. BOONRUENG LERDWISESWIT CPA License No. : 6552 Accounting and Audit firm : PRICEWATERHOUSE COOPERS ABAS 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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