Date/Time 13 Mar 2026 19:22:00
Headline
Omission of the Dividends Payment and the 2026 Annual General Meeting of Shareholders
Letter No. : STPI.ADD. 031/2026 Subject : Omission of the Dividends Payment and the 2026 Annual General Meeting of Shareholders To : Directors and Manager of the Stock Exchange of Thailand ______________________________________________________________________ Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 13-Mar-2026 Shareholder's meeting date : 29-Apr-2026 Beginning time of meeting (hh:mm) : 15 : 00 Record date for the right to attend the : 27-Mar-2026 meeting Ex-meeting date : 26-Mar-2026 Significant agenda item : - Omitted dividend payment - Changing / renewal of the term of the director(s) Type of meeting : Physical meeting Venue of the meeting : at the meeting room, No. 32/32, 11th Floor, STECON TOWER (Sino-Thai Tower), Sukhumvit 21 Road (Asok), Klong Toei Nuae Sub-District, Vadhana District, Bangkok Metropolis. Agenda Item : 1 Agenda Detail : To acknowledge the Company's operating results for the year ended 31 December 2025 and the Annual Report of the Company for the year 2025 Type : To acknowledge Board's Resolution : The Board of Directors has considered and is of the opinion that the report on the Company's operating results for the year ended December 31, 2025, and the Company's 2025 Annual Report are accurate, and shall be proposed to the Annual General Meeting of Shareholders for acknowledgment Agenda Item : 2 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 and the Audit Committee have resolved to approve the Financial Statements, which were audited by the auditor of the Company, and the Board of Directors is of the opinion that the Annual General Meeting of Shareholders should approve the Company's Financial Statements for the fiscal period ended December 31, 2025, for compliance with the Company's Articles of Association and the Public Limited Companies Act B.E. 2535 (and its amendments). Agenda Item : 3 Agenda Detail : To consider and approve the omission of dividends payment for the year 2025 Type : To Consider and approve Board's Resolution : Although the Company has derived a net profit from operating results in the past year and has no accumulated loss, it still needs to reserve funds for supporting liquidity management and working capital, including for future investment. Therefore, the Board of Directors is of the opinion that the Annual General Meeting of Shareholders should approve the non-issuance of dividend payments for the year 2025 in order to comply with the Company's Articles of Association and the Public Limited Companies Act B.E. 2535 (and its amendments). Agenda Item : 4 Agenda Detail : To consider and approve the appointment of the directors retiring by rotation to be directors for an additional term Type : To consider and approve the appointment of directors Board's Resolution : The Board of Directors is of the opinion that the qualifications of the said three (3) directors do not fall under the prohibited characteristics in accordance with the Public Limited Companies Act B.E. 2535 (and its amendments). That is, not being bankrupt, not being incompetent or quasi-incompetent persons, never having been imprisoned by a final judgment for an offense related to property that was committed with dishonest intent, never having been dismissed or removed from government service or government organization or government agency in punishment for dishonesty in performing their duties, and not being partners or shareholders of other legal entities that conduct similar businesses and are in competition with the Company's business. In addition, the said three (3) directors are knowledgeable and experienced in the business related to the Company's operations and should be able to contribute to the development of the Company. Therefore, the Board of Directors is of the opinion that the Annual General Meeting of Shareholders should approve the appointment of new directors as proposed above. Agenda Item : 5 Agenda Detail : To consider and approve the fixing of the remuneration of the directors and sub-committees for the year 2026 Type : To Consider and approve Board's Resolution : The Board of Directors is of the opinion that the Annual General Meeting of Shareholders should consider and approve the remuneration of the Directors, sub-committee members and any new sub-committee that may be established additionally for the year 2026 in an amount of not exceeding Baht 10,000,000 (Ten Million Baht only) which is equivalent to the remuneration for the year 2025. Agenda Item : 6 Agenda Detail : To consider and approve the appointment of the Company's Auditor and fixing the auditor's remuneration for the fiscal year 2026 Type : To Consider and approve Board's Resolution : The Board of Directors has considered and is of the opinion that the Annual General Meeting of Shareholders should consider appointing the auditors of EY Office Limited as the auditors of the Company for the year 2026 and fixing the auditors' remuneration for the year 2026. The total remuneration for quarterly reviews and annual audit amounts to Baht 2,000,000 (Two Million Baht only), representing a 5.26% increase from the auditor's remuneration in 2025. Agenda Item : 7 Agenda Detail : Other business (if any) Type : To Consider and approve Board's Resolution : The Public Limited Companies Act B.E. 2535 (and its amendments), Section 105 second paragraph, provides that the shareholders holding not less than one-third (1/3) of the total number of shares sold may request the meeting to consider matters other than those that are indicated in the notice calling for the meeting. In the case that shareholders holding the number of shares as prescribed by law wish to submit other matters for consideration at the Annual General Meeting of Shareholders, they are kindly requested to inform the Board of Directors prior to the date of the meeting or prior to the time of the meeting, so as to enable the Board of Directors to propose such matters for consideration at the Annual General Meeting of Shareholder accordingly. ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Omitted dividend payment Date of Board resolution : 13-Mar-2026 Omitted dividend payment from : Operating period from 01-Jan-2025 to 31-Dec-2025 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. CHAMNI JANCHAI Position in company (1) : SECOND VICE CHAIRMAN OF THE BOARD Effective Date (1) : 13-Jun-2025 Position in company (2) : Chairman of the Risk Management Committee / Nomination and Remuneration Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. WICHA JIWALAI Position in company (1) : FIRST VICE CHAIRMAN OF THE BOARD Effective Date (1) : 13-Jun-2025 Position in company (2) : INDEPENDENT DIRECTOR Effective Date (2) : 23-Jun-1999 Position in company (3) : CHAIRMAN OF THE AUDIT COMMITTEE Effective Date (3) : 23-Jun-1999 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. CHOAVALIT LIMPANICH Position in company (1) : DIRECTOR Effective Date (1) : 23-Apr-2010 Position in company (2) : Deputy Managing Director /Executive Director ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : Mr. NATTHAWUT SANTIPET CPA License No. : 5730 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2026 No : 2 Auditor Name : Mr. PREECHA ARUNNARA CPA License No. : 5800 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2026 No : 3 Auditor Name : Miss KRONGKAEW LIMKITTIKUL CPA License No. : 5874 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2026 ______________________________________________________________________ The company hereby certifies that the information above is correct and complete. Signature _________________ ( Mr.MASTHAWIN CHARNVIRAKUL ) MANAGING 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.