Date/Time 02 Mar 2026 12:37:00
Headline
Resolutions of the Board of Directors' Meeting re: dividend payment, appointment of the Company's auditor, and scheduling of the 2026 Annual General Meeting of Shareholders (Revised)
Letter No. : NSL_CS 01/2026 Subject : Resolutions of the Board of Directors' Meeting re: dividend payment, appointment of the Company's auditor, and scheduling of the 2026 Annual General Meeting of Shareholders To : Director and Manager The Stock Exchange of Thailand ______________________________________________________________________ Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 27-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 : 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 : 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 : The Board of Directors has considered the Minutes of the 2025 Annual General Meeting of Shareholders, which was held on Friday, April 18, 2025, and found the same to be duly and completely recorded, and thus deemed it appropriate to propose that the 2026 Annual General Meeting of Shareholders consider and adopt the Minutes of the 2025 Annual General Meeting of Shareholders. Agenda Item : 2 Agenda Detail : To acknowledge the reports of board of directors and operating results for the year ended 31 December 2025 Type : To acknowledge Board's Resolution : The Board of Directors has considered the matter and deemed it appropriate to propose that the 2026 Annual General Meeting of Shareholders acknowledge the Company's operating results for the year 2025. Agenda Item : 3 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 appropriate to propose the 2026 Annual General Meeting of Shareholders consider approving the financial statements for the year ended December 31, 2025. Agenda Item : 4 Agenda Detail (Update) : To consider and approve the allocation of the net profit as a legal reserve and dividend payment (Revised) Type : To Consider and approve Board's Resolution : The Board of Directors has considered the matter and deemed it appropriate to propose that the 2026 Annual General Meeting of Shareholders consider approving the declaration of dividends from the operating results for the year 2025 to the shareholders at the rate of THB 1.05 per share, totaling THB 315,000,000 or representing 52.23 percent of the net profit according to the separate financial statements; approving the omission of the allocation of profit as legal reserve for the year 2025; and acknowledging that the Company paid an interim dividend on September 12, 2025 at the rate of THB 0.50 per share. The final dividend payment will be made at the rate of THB 0.55 per share, in the total amount of THB 165,000,000. Agenda Item : 5 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, excluding interested directors, has considered this matter, with a view that the three candidates have passed the recruitment process of the Board of Directors to ensure that they are duly qualified for the Company's business operations, knowledgeable and competent with experiences and expertise in line with the Company's business strategies, and credentials, leadership, vision, and are capable of contributing sufficient time to the benefit of the Company's business operations, and are fully qualified without any prohibited characteristics under the applicable laws. Besides, the Board of Directors considers that Mrs. Suvimol Chrityakierne and Assoc. Prof. Dr. Pannipa Rodwanna are eligible to act as independent directors according to the definition of an independent director of the Company, which has been specified to be in line with the Notification of the Capital Market Supervisory Board and are capable of offering their opinions independently, in line with the applicable requirements and have held their positions as the Company's independent directors for a consecutive period of not exceeding 9 years from the date of their initial appointment (including the term of office proposed for appointment on this occasion), and thus deemed it appropriate to propose the 2026 Annual General Meeting of Shareholders consider approving the re-election of those three directors who are due to retire by rotation above to return to office as director and independent directors of the Company for another term. Agenda Item : 6 Agenda Detail : To consider and approve the directors' remuneration for the year ended 31 December 2026 Type : To Consider and approve Board's Resolution : It appropriate to propose that the 2026 Annual General Meeting of Shareholders consider approving the remuneration for directors for the year 2026 which shall pay quarterly as follow; Position - Remuneration / Person / Year (Baht) 1. Chairman of the Board of Directors 380,000 2. Director 280,000 3. Chairman of Audit Committee 380,000 4. Member of Audit committee 300,000 Remark: Director will receive only the highest remuneration from the position they are in. Agenda Item : 7 Agenda Detail : To consider approve the payment of bonuses to the directors. Type : To Consider and approve Board's Resolution : It appropriate to propose that the 2025 Annual General Meeting of Shareholders consider approving the annual bonus for the directors for the year 2025 in an amount not exceeding 2,480,000 Baht. 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 : It appropriate to propose that the 2026 Annual General Meeting of Shareholders consider granting approval for Deloitte Touche Tohmatsu Jaiyos Audit Co.,Ltd. to be the Company's audit firm and auditor from such company to be the Company's auditor for the year 2026, with the audit fees in the amount of THB 1,950,000 per year. ______________________________________________________________________ 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 : 05-May-2026 dividends (Update) Ex-dividend date (Update) : 30-Apr-2026 Payment for : Common shareholders Cash dividend payment (baht per share) : 0.55 Par value (baht) : 1.00 Payment date : 18-May-2026 Paid from : Operating period from 01-Jan-2025 to 31-Dec-2025 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mrs. SUVIMOL CHRITYAKIERNE Position in company (1) : CHAIRMAN OF THE BOARD OF DIRECTORS Effective Date (1) : 01-Nov-2019 Position in company (2) : INDEPENDENT DIRECTOR Effective Date (2) : 01-Nov-2019 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. WEERACHON KHAOPHONG Position in company (1) : DIRECTOR Effective Date (1) : 01-Nov-2019 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mrs. PANNIPA RODWANNA Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 01-Nov-2019 Position in company (2) : CHAIRMAN OF THE AUDIT COMMITTEE Effective Date (2) : 01-Nov-2019 ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : Ms. LASITA MAGUT CPA License No. : 9039 Accounting and Audit firm : DELOITTE TOUCHE TOHMATSU JAIYOS AUDIT CO., LTD. Audit End Date : 31-Dec-2026 No : 2 Auditor Name : Mrs. DARUNEE CHANTRA CPA License No. : 8625 Accounting and Audit firm : DELOITTE TOUCHE TOHMATSU JAIYOS AUDIT CO., LTD. Audit End Date : 31-Dec-2026 No : 3 Auditor Name : Mrs. WILASINEE KRISHNAMRA CPA License No. : 7098 Accounting and Audit firm : DELOITTE TOUCHE TOHMATSU JAIYOS AUDIT CO., LTD. Audit End Date : 31-Dec-2026 No : 4 Auditor Name : Ms. PORAKOCH JONGKOLSIRI CPA License No. : 7150 Accounting and Audit firm : DELOITTE TOUCHE TOHMATSU JAIYOS AUDIT CO., LTD. Audit End Date : 31-Dec-2026 ______________________________________________________________________ The company hereby certifies that the information above is correct and complete. Signature _________________ ( Mr.ARKRADEJ LIAMCHAROEN ) DIRECTOR 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.