Date/Time 02 Mar 2026 17:53:00

Headline

Notification of Resolution of the Board of Directors Meeting Re: Dividend Payment, Issuance and offering of IP ESOP-W1, Registered Capital Decrease and Increase, and Schedule of the 2026 Annual General Meeting of Shareholders (Revised pdf)

Symbol IP
Source IP
Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 02-Mar-2026 Shareholder's meeting date : 27-Apr-2026 Beginning time of meeting (hh:mm) : 14 : 00 Record date for the right to attend the : 17-Mar-2026 meeting Ex-meeting date : 16-Mar-2026 Significant agenda item : - Cash dividend payment - The issuance of convertible securities - 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 : The Minutes had been duly and accurately recorded, it is, therefore, deemed appropriate to propose to the Annual General Meeting of Shareholders to certify 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 deemed it appropriate to propose to the Annual General Meeting of Shareholders to 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 : The Board of Directors deemed it appropriate to propose to the Annual General Meeting of Shareholders to approve the Financial Statements for the year ended December 31, 2025, as duly audited and certified by the auditor from EY Office Limited and reviewed by the Audit Committee. Agenda Item : 4 Agenda Detail : To consider and approve the allocation of profit as legal reserve and dividend payment for the year 2025 Type : To Consider and approve Board's Resolution : The Board of Directors has considered and deemed it appropriate to propose to the Annual General Meeting of Shareholders for approval the payment of dividends for the operating results of 2025 at the rate of Baht 0.073 per share for a total of 605,344,475 shares, amounting to approximately Baht 44.19 million in total, or equivalent to 60% of the net profit after the deduction of all types of reserves as required by the Company's Articles of Association and applicable laws. This is in accordance with the Company's dividend payment policy. The Board also approved the allocation of Baht 3.68 million from the net profit for 2025 as a statutory reserve. Agenda Item : 5 Agenda Detail : To consider and approve the directors' remuneration for the year ended 31 December 2026 Type : To Consider and approve Board's Resolution : The Board of Directors deemed it appropriate to propose to the Annual General Meeting of Shareholders to approve the remuneration of the Board of Directors and sub-committees for the year 2026 (proposed year) at the same rate as year 2025. Agenda Item : 6 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 stakeholders) considered the list of nominated persons, which has been carefully screened and considered by the Nomination and Remuneration Committee, and deemed it appropriate to propose to the Annual General Meeting of Shareholders to appoint 3 directors, namely Clinical Professor Emeritus Udom Kachintorn, MD., Dr. Trinnawat Thanitnithiphan, and Ms. Napaporn Dechakarat to return to serve as Directors for another term. The Board of Directors considered that the candidates nominated as Independent Directors have all the qualifications specified by the relevant regulations and can provide independent opinions. Agenda Item : 7 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 : The Board of Directors deemed it appropriate to propose to the Annual General Meeting of Shareholders to appoint auditors from EY Office Limited, which is the same auditor as the Company's subsidiaries, whereby one of the following auditors will be appointed as the auditor of the Company for the year 2026. 1. Ms. Siriwan Nitdamrong Certified Public Accountant No. 5906 and / or 2. Ms. Kamontip Lertwitworathep Certified Public Accountant No. 4377 and / or 3. Mrs. Sarinda Hirunprasurtwutti Certified Public Accountant No. 4799 and / or 4. Mr. Somsak Chiratdhitiamphyvong Certified Public Accountant No. 8874 Any of the above auditors can conduct the audit and express an opinion on the Company's and its Subsidiaries' Financial Statements. The Board also fixed the external auditor's fees for the year 2026 at an amount not exceeding 2,380,000 Baht. Agenda Item : 8 Agenda Detail : To consider and approve the issuance and offering of warrants to purchase of newly issued ordinary share for allocation to Executive and/or Employees of the Company of Its Subsidiaries (IP ESOP-W1) Type : To Consider and approve Board's Resolution : The Board of Directors deemed it appropriate to propose to the Annual General Meeting of Shareholders for consideration the issuance of warrants to purchase newly issued ordinary shares of the Company to be allocated to executives and/or employees of the Company or its subsidiaries (IP ESOP-W1) in a total amount of not exceeding 4,500,000 units, representing 0.74% of the total issued and paid-up shares of the Company. The warrants shall be allocated free of charge, with an exercise ratio of 1 warrant unit to 1 newly issued ordinary share. The term of IP ESOP-W1 shall not exceed three (3) years from the issuance date. Agenda Item : 9 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 : The Board of Directors deemed it appropriate to propose to the Annual General Meeting of Shareholders to consider and approve the capital decrease of 75,715,127.50 Baht from the registered capital of 378,387,365 Baht to 302,672,237.50 Baht by canceling 151,430,255 shares unpaid-up ordinary shares with a par value of 0.50 Baht per share, and approve the amendment of Article 4 of the Company's Memorandum of Association to comply with the decrease of the Company's registered capital. Agenda Item : 10 Agenda Detail : To consider and approve the increase of registered capital and the amendment to the company's Memorandum of Association to reflect the capital increase Type : To Consider and approve Board's Resolution : The Board of Directors deemed it appropriate to propose to the Annual General Meeting of Shareholders for approval the increase of the Company's registered capital by Baht 2,250,000, from the existing registered capital of Baht 302,672,237.50 to Baht 304,922,237.50, by issuing 4,500,000 newly issued ordinary shares with a par value of Baht 0.50 per share, to accommodate the exercise of warrants to purchase newly issued ordinary shares of the Company (IP ESOP-W1), and to amend Clause 4 of the Company's Memorandum of Association to reflect the increase in the Company's registered capita Agenda Item : 11 Agenda Detail : To consider and approve the allocation of newly issued ordinary shares to accommodate the exercise of the IP ESOP-W1 Type : To Consider and approve Board's Resolution : The Board of Directors deemed it appropriate to propose to the Annual General Meeting of Shareholders to consider and approve the allocation of up to 4,500,000 newly issued ordinary shares with a par value of Baht 0.50 per share to accommodate the exercise of the IP ESOP-W1. Agenda Item : 12 Agenda Detail : To consider other agenda Type : To Consider and approve ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 02-Mar-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) : 0.073 Par value (baht) : 0.50 Payment date : 25-May-2026 Paid from : Operating period from 01-Jan-2025 to 31-Dec-2025 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. UDOM KACHINTORN Position in company (1) : CHAIRMAN OF THE BOARD Effective Date (1) : 17-Dec-2019 Position in company (2) : INDEPENDENT DIRECTOR Effective Date (2) : 17-Dec-2019 Position in company (3) : Chairman of Corporate Governance and Sustainable Development Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. TRINNAWAT THANITNITHIPHAN Position in company (1) : DIRECTOR Effective Date (1) : 01-Feb-2014 Position in company (2) : CHIEF EXECUTIVE OFFICER Effective Date (2) : 01-Feb-2014 Position in company (3) : Nomination and Remuneration Committee/ Risk Management Committee/ Chairman of Executive Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Miss NAPAPORN DECHAKARAT Position in company (1) : DIRECTOR Effective Date (1) : 14-Jun-2017 Position in company (2) : Risk Management Committee/ Executive Committee ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : Ms. KAMONTIP LERTWITWORATEP CPA License No. : 4377 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2026 No : 2 Auditor Name : Mrs. SARINDA HIRUNPRASURTWUTTI CPA License No. : 4799 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2026 No : 3 Auditor Name : Miss SIRIWAN NITDAMRONG CPA License No. : 5906 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2026 No : 4 Auditor Name : Mr. SOMSAK CHIRATDHITIAMPHYVONG CPA License No. : 8874 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2026 ______________________________________________________________________ Issued Convertible Securities Subject : Issued convertible securities Date of Board resolution : 02-Mar-2026 Type of allocated securities : Warrants Allocate to : Employee Stock Option Program (ESOP) Number of allotted warrants (units) : 4,500,000 Reserved shares for the exercise of : Common shares warrants Number of additional shares (shares) : 4,500,000 Offering price (baht per unit) : 0.00 Description of warrants Warrant Symbol : IP ESOP-W1 Name of warrant : Warrants to purchase newly issued ordinary shares of the Company offered to its and its subsidiaries' executives and/or employees (''Warrants" or "IP ESOP-W1") Exercise ratio (warrant : share) : 1.00 : 1.00 Exercise price (baht per share) : 4.21 Term of warrants : 3 years ______________________________________________________________________ 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.