Subject : Notice of Annual General Meeting of Shareholders No. 66 To : Managing Director ______________________________________________________________________ Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of…
Subject : Notice of Annual General Meeting of Shareholders No. 66 To : Managing Director ______________________________________________________________________ Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 19-Feb-2026 Shareholder's meeting date : 27-Apr-2026 Beginning time of meeting (hh:mm) : 10 : 00 Record date for the right to attend the : 11-Mar-2026 meeting Ex-meeting date : 10-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 : Room MR211 second floor of Bangkok International Trade & Exhibition Centre (BITEC) located at No. 88 Bangna - Trad Road, Km.1, Bangna District Bangkok Metropolis, Thailand Agenda Item : 1 Agenda Detail : To consider and approve the Minutes of the Annual General Meeting of Shareholders No. 65 Type : To Consider and approve Board's Resolution : Board of Directors was of the opinion that the Minutes of Annual General Meeting of Shareholders No. 65 has been stated correctly and completely and should be proposed to the shareholders' meeting for consideration and approval. Agenda Item : 2 Agenda Detail : To acknowledge the Company's Annual Report and Operation Results in the fiscal year 2025 Type : To acknowledge Board's Resolution : Board of Directors was of the opinion that the Annual Report and Operation Result should be proposed to the shareholders' meeting to acknowledge the Company's 2025 performances and financial status for the year ended 31 December 2025. Agenda Item : 3 Agenda Detail : To consider and approve the Company's Financial Statements: Statement of Financial Operation and Statement of Comprehensive Income for the year ended 31 December 2025 Type : To Consider and approve Board's Resolution : Board of Directors was of the opinion that the Company has a satisfactory level of control and that the Company's financial reports are reasonably accurate and fairly reflect the Company's financial position as of 31 December 2025. It was resolved to propose to the shareholders' meeting to approve the financial statements for year ended 31 December 2025. Agenda Item : 4 Agenda Detail : To consider and approve the allocation of profits derived from operating results for the year 2025 and dividend payment. Type : To Consider and approve Board's Resolution : Board of Directors was of the opinion that the Company has enough profit to pay the dividend and that the proposed dividend is appropriate for its remaining strong capital funds to accommodate continued growth and business expansion. It was resolved to propose to the shareholders' meeting to approve the dividend payment as follows: 4.1 The Company will pay the dividends in cash at the rate of Baht 16.00 per share. The dividend shall be paid as follows: - Baht 14.18 per share from normal profit - Baht 1.82 per share from BOI Tax exemption profit portion, therefore, this is a non-tax credit portion. 4.2 In such dividend payment, the Company will deduct withholding income tax as required by law at the rate of 10 % of total amount of dividend to be paid. Thus, the Company shall deduct the withholding tax in an amount of Baht 1.42 with the balance of dividend paid in cash being Baht 14.58 per share and the total amount of dividend payment will be equivalent to Baht 691,199,776. Furthermore, the Board of Directors resolved to propose the shareholders' meeting to consider the Record Date for the right of shareholders to receive the dividend on 7 May 2026 and the dividend payment shall be made on 15 May 2026. Moreover, shareholders who are natural persons can credit personal income tax of dividends received from the Company according to the Revenue Code, Section 47 Bis. only for the dividend payment distributed from the profit which the Company paid 20% for corporate income tax. Therefore, the income tax credit for this dividend is equal to the number of dividends multiplied by 20/80. Agenda Item : 5 Agenda Detail : To consider and approve the appointment of new directors to replace those who retire by rotation. Type : To consider and approve the appointment of directors Board's Resolution : Since the Company does not have a nomination committee, the criteria and selection methods are proposed to the Company's Board of Directors to consider the qualifications and suitability of the re-elected directors. The Board of Directors (excluding directors with vested interests) unanimously agreed that the four directors had performed their duties with dedication and prudence, and had provided beneficial advice to the Company and its shareholders. The persons nominated this time had passed the consideration process set by the Company and had qualifications in accordance with the relevant rules and regulations, and were suitable for the Company's business. No shareholders had nominated any new directors. As for the independent directors nominated for appointment, the Board of Directors has considered that the persons to be nominated as independent directors have the qualifications in accordance with the laws related to the requirements regarding independent directors. Although the directors and independent directors whose terms had expired had held positions for more than 9 years, the Board of Directors considered that the directors' experience was beneficial to the Company's business and could lead the Company to further progress and to consider the election of Mr. Wook Kim as a non-executive director in replacement of Ms. Kasumi Takeuchi, who retired by rotation. The Board has considered that he is a qualified individual with knowledge and expertise relevant to the Company's business. His experience is deemed beneficial to the Company's operations and will contribute to the Company's continued growth and further advancement. Agenda Item : 6 Agenda Detail : To consider and approve the remuneration for the directors and sub-committee in 2026 Type : To Consider and approve Board's Resolution : The determination of the Company's directors' remuneration is not run by the Remuneration Committee due to no Remuneration Committee at present. However, the determination of the directors' remuneration has been carefully considered by the Board of Directors' meeting, using the database of director remuneration from listed companies in 2025, complied by the Thai Institute of Directors Association in collaboration with the Stock Exchange of Thailand, as a reference database for considering the determination of director remuneration in similar industries, taking into account the appropriateness of the type of business, including considering director remuneration in accordance with experience, role, duty and responsibilities. The director's remuneration received when compared to the performance in the previous year is calculated as a percentage 0.67, which is considered an appropriate remuneration rate when compared to the same type of business and/or industry as the Company. Therefore, it was resolved to propose to the shareholders' meeting to approve the Directors and Sub-committees remuneration for 2026 as detailed below. - Chairman of Board of Directors Baht 750,000 per person per annum - Director Baht 450,000 per person per annum - Chairman of Audit Committee Baht 300,000 per person per annum - Audit Committee Baht 250,000 per person per annum - Chairman of Risk Management Committee Baht 50,000 per person per meeting - Risk Management Committee Baht 30,000 per person per meeting - Transportation for all independent directors and non-executive directors at Baht 84,000 per person per annum. And no other remuneration or benefits will be offered to the directors other than those mentioned above. Agenda Item : 7 Agenda Detail : To consider and approve the appointment of the auditor for the year ending 31 December 2026 and to fix their remunerations. Type : To Consider and approve Board's Resolution : The Audit Committee compared the qualification and the remuneration of the Auditors from 3 audit firms and found that KPMG Phoomchai Audit Ltd. is suitable to audit the financial statement of the Company and their remuneration is not too high as compared with others. Thus, the Audit Committee considered and agreed to propose the Auditor to the Board of Directors and the Board of Directors concurred with the recommendation proposed by the Audit Committees. It was resolved to propose to the shareholders' meeting to approve the appointment of KPMG Phoomchai Audit Limited to be the Company's Auditor and their remuneration for the fiscal year 2026, the Board of Directors will propose all relevant details and amounts of Baht 1,260,000 to this Meeting for its consideration and approval, respectively. The Auditor team consists as follows: Ms. Salinrat Hasaratana License No. 11125 and / or (Have never been the auditor who sign on the Company's financial statement) Mrs. Piyatida Tangdenchai License No. 11766 and / or (Have been the auditors who sign on the Company's Financial statement for six years: Y2020 - Y2025) Ms. Aree Gorpinpaitoon License No. 10882 and / or (Have never been the auditor who sign on the Company's financial statement) Mr. Sumate Jangsamsee License No. 9362 (Have been the auditor who sign on the Company's Financial statement for three years: Y2017-2019) by stipulating that any of the auditors have the authority to audit and express an opinion on the company's financial statements. Besides, it was agreed to propose the Meeting of Shareholders to consider and approve the remuneration in services for auditing in the year 2026, at Baht 1,260,000 for annually auditing the Company's financial statement. There is no relation or conflicts of interest among the proposed auditor, the Company, the executives, the major shareholders, or others related to those parties; therefore, they are individuals to audit and express an opinion on the financial statement as detailed in the information of auditor as attached. Agenda Item : 8 Agenda Detail : To consider other business (if any) Type : To Consider and approve ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 19-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) : 16.00 Derived from profit under non-BOI : 14.18 privilege (baht per share) Derived from profit under BOI privilege : 1.82 (baht per share) Par value (baht) : 10.00 Payment date : 15-May-2026 Paid from : Operating period from 01-Jan-2025 to 31-Dec-2025 ______________________________________________________________________ Change of director/Executive New election Director Name : MR. Wook Kim Be appoint to replace (if any) : Ms.KASUMI TAKEUCHI Position in company (1) : Non-executive Director Effective Date (1) : 27-Apr-2026 More detail : Pending approval by the shareholders' meeting. ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. SOMCHAI AUNGSANANTA Position in company (1) : CHAIRMAN OF BOARD OF DIRECTORS Effective Date (1) : 10-Aug-2011 ______________________________________________________________________ Change of director/Executive Expired by rotation Director Name : Ms. KASUMI TAKEUCHI Position in company (1) : DIRECTOR Effective Date (1) : 20-Apr-2017 Expire Date (1) : 27-Apr-2026 Terminate Reason : Non-renewal of term (term expired) ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. MAKSIMILJAN PRISTOVSEK Position in company (1) : DIRECTOR Effective Date (1) : 20-Apr-2021 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. TOSHIYUKI KOIKE Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 27-Apr-2010 Position in company (2) : AUDIT COMMITTEE Effective Date (2) : 19-Aug-2018 ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : Miss SALILRAT HASARATTANA CPA License No. : 11125 Accounting and Audit firm : KPMG PHOOMCHAI AUDIT LIMITED Audit End Date : 31-Dec-2026 No : 2 Auditor Name : Ms. AREE GORPINPAITOON CPA License No. : 10882 Accounting and Audit firm : KPMG PHOOMCHAI AUDIT LIMITED Audit End Date : 31-Dec-2026 No : 3 Auditor Name : Mr. SUMATE JANGSAMSEE CPA License No. : 9362 Accounting and Audit firm : KPMG PHOOMCHAI AUDIT LIMITED Audit End Date : 31-Dec-2026 No : 4 Auditor Name : Mrs. PIYATIDA TANGDENCHAI CPA License No. : 11766 Accounting and Audit firm : KPMG PHOOMCHAI AUDIT LIMITED Audit End Date : 31-Dec-2026 ______________________________________________________________________ The company hereby certifies that the information above is correct and complete. Signature _________________ ( Mr.TAKAAKI TAKEUCHI ) 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.