Subject : Report of the Resolution of the Board of Directors' Meeting No.1/2026, Date and Agenda of the Annual General Meeting of Shareholders for the year 2026 and Dividend Payment To : President The Stock Exchange of Thailand…
Subject : Report of the Resolution of the Board of Directors' Meeting No.1/2026, Date and Agenda of the Annual General Meeting of Shareholders for the year 2026 and Dividend Payment To : President The Stock Exchange of Thailand ______________________________________________________________________ Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 26-Feb-2026 Shareholder's meeting date : 29-Apr-2026 Beginning time of meeting (hh:mm) : 14 : 00 Record date for the right to attend the : 13-Mar-2026 meeting Ex-meeting date : 12-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 approve the minutes of the Annual General Meeting of Shareholders 2025 Type : To Consider and approve Board's Resolution : The Board deemed it appropriate to propose the Meeting to consider approving the Minutes of the Annual General Meeting of Shareholders for the year 2025 on 30th April 2025. Agenda Item : 2 Agenda Detail : To Acknowledge the Report of the Board of Directors regarding the Performance of the Company in the Year 2025 and Future Operation Plan Type : To acknowledge Board's Resolution : The Board deemed it appropriate to propose the Meeting to acknowledge the report of the Board of Directors regarding the Performance of the Company in the year 2025 and the Future Operation Plan as proposed. Agenda Item : 3 Agenda Detail : To Consider Approving the Financial Statement for the Year 2025 Type : To Consider and approve Board's Resolution : The Board deemed it appropriate to propose the Meeting to consider approving the financial statement for the year 2025. Agenda Item : 4 Agenda Detail : To consider and approve the allocation of the net profit as a legal reserve and omission of dividend payment Type : To Consider and approve Board's Resolution : The Board deemed it appropriate to propose the Meeting to consider approving the Allocation of Profits, Reserve funds and Dividend Payment for the Year 2025 as follows: Net profit for the year 2025: 589,198,948 Baht Reserve for investment expansion: 117,839,790 Baht Remaining for consideration of dividend payment: 471,359,158 Baht Furthermore, based on the operational results of the year 2025, the company proposes a dividend payment of 0.33 baht per share to shareholders, totaling 637,496,153 shares. This represents a total dividend payment of 210,373,730.49 baht, which corresponds to a payout ratio of 36 % of the net profit according to the company's standalone financial statement(before reserves ). The payout ratio is equivalent to 45 % of the net profit based on the company's standalone financial statement (after reserves).The company has already paid an interim dividend of 0.11 baht per share. Therefore, an additional dividend of 0.22 baht per share, totaling 140,249,153.66 baht, remains to be paid, subject to a 20% tax credit on the company's total earnings. Shareholders entitled to receive dividends will be determined on May 7, 2026, with the dividend payment scheduled for May 22, 2026. 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 : Agreement with the Nomination and Remuneration Committee, proposes that the Meeting consider the election of directors to replace those five who retired by rotation, by alphabetical order (in Thai) as follows: 1. Mrs. Kannika Ngamsopee to be Independent Director for another term 2. M.L. Nathasit Diskul to be Director for another term 3. Mr. Paisan Udomkulwanich to be Director 4. Mr. Mas Tanyongmas to be Independent Director for another term 5. M.R. Supadis Diskul to be Director for another term In view that those nominees have suited qualification to the Company as well as no prohibitive qualifications as described in the Company rules and comply as well as their qualifications are accorded with the definition of "Independent Director." Therefore, those nominees are suitable to be the Company's Directors and Independent Directors. According to the Company's announcement inviting the shareholders to propose an agenda for the Meeting and qualified candidates to be nominated for selection as the Company's director prior to the Meeting to comply with the Good Corporate Governance Principle relating to the rights of shareholders from 1st October 2025, to 30th December 2025. Neither an additional agenda item nor a candidate was proposed for this year. Agenda Item : 6 Agenda Detail : To Consider Appointing the External Auditors and their Audit Fee Type : To Consider and approve Board's Resolution : Agreed with the proposal of the Audit Committee and deemed appropriate to propose the Meeting for the Year 2026 to consider appointing Ms. Kosum Cha-Em, Certified Public Accountant Registration number 6011, or Ms. Vilailak Laohasrisakul, Certified Public Accountant Registration number 6140, or Ms. Sumesa Tangyoosuk, Certified Public Accountant Registration number 7627 of EY Office Limited to be the Company's external auditors for the year 2026, either of whom may audit and make any comments on the Company's financial statement. Each external auditor is approved by the Office of the SEC and has independence without relationship and/or any interests with the Company, the subsidiaries, the management, the major shareholders or those who relate to the persons above. The audit fee for the year 2026 will be the total amount of 1,530,000.- Baht, excluding out-of-pocket expenses. Agenda Item : 7 Agenda Detail : To Consider the Directors' Remuneration Type : To Consider and approve Board's Resolution : The Board deemed considers it appropriate for the shareholders' meeting to approve the payment of the Board of Directors' remuneration (bonus) for the year 2025, in the amount of 3.60 million baht. For monthly remuneration and the meeting allowance of the Board of Directors and Sub-committees for the Year 2026 will be payable at the same rate as the year 2025. Agenda Item : 8 Agenda Detail : Other business (if any) Type : To Consider and approve ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 26-Feb-2026 Type of dividend payment : Cash dividend payment Record date for the right to receive : 13-Mar-2026 dividends Ex-dividend date : 12-Mar-2026 Payment for : Common shareholders Cash dividend payment (baht per share) : 0.22 Par value (baht) : 1.00 Payment date : 22-May-2026 Paid from : Operating period from 01-Jul-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 : Mrs. KANNIKA NGAMSOPEE Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 09-Nov-2023 Position in company (2) : CHAIRMAN OF THE AUDIT COMMITTEE Effective Date (2) : 01-Sep-2024 Position in company (3) : Chairman of Audit Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mom Luang NATHASIT DISKUL Position in company (1) : DIRECTOR Effective Date (1) : 11-Nov-2021 Position in company (2) : PRESIDENT Effective Date (2) : 01-Sep-2021 Position in company (3) : Nomination and Remuneration Committee Director/ Investment Committee Director/ Corporate Governance and Sustainability Committee Director ______________________________________________________________________ Change of director/Executive New election Director Name : Mr. PAISAN UDOMKULWANICH Be appoint to replace (if any) : Mr.SONGPON THEPNUMSOMMANUS Position in company (1) : Board of Director Effective Date (1) : 29-Apr-2026 More detail : Pending approval by the shareholders' meeting. ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. MAS TANYONGMAS Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 01-Sep-2022 Position in company (2) : Nomination and Corporate Governance Committee Director/Investment Committee Director/Chairman of Corporate Governance and Sustainability Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mom Rajawongse SUPADIS DISKUL Position in company (1) : CHAIRMAN OF THE BOARD OF DIRECTORS Effective Date (1) : 01-Aug-2025 ______________________________________________________________________ Change of director/Executive Expired by rotation Director Name : Mr. SONGPON THEPNUMSOMMANUS Position in company (1) : DIRECTOR Effective Date (1) : 10-Nov-2022 Expire Date (1) : 29-Apr-2026 Terminate Reason : Non-renewal of term (term expired) ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : Miss KOSUM CHA-EM CPA License No. : 6011 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2026 No : 2 Auditor Name : Miss VILAILAK LAOHASRISAKUL CPA License No. : 6140 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2026 No : 3 Auditor Name : Ms. SUMESA TANGYOOSUK CPA License No. : 7627 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 _________________ ( M.L.Nathasit Diskul ) President 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.