TFEX - Thailand Futures Exchange pcl

03/05/2026 | Press release | Distributed by Public on 03/05/2026 07:51

Dividend Payment, Schedule and Agenda of the 2026 Annual General Meeting of Shareholders (AGM), and Record Date for the Right to Attend the Meeting and Receive Dividend[...]

Letter No. : CEO. 010/2026 Subject : Dividend Payment, Schedule and Agenda of the 2026 Annual General Meeting of Shareholders (AGM), and Record Date for the Right to Attend the Meeting and Receive Dividend To : The President The Stock Exchange of Thailand ______________________________________________________________________ Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 17-Feb-2026 Shareholder's meeting date : 07-Apr-2026 Beginning time of meeting (hh:mm) : 14 : 00 Record date for the right to attend the : 04-Mar-2026 meeting Ex-meeting date : 02-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 : Acknowledge the 2025 Company's Operating Results Type : To acknowledge Board's Resolution : After due consideration, the Board deemed it appropriate to propose to the AGM to acknowledge the operating results for the year 2025. Agenda Item : 2 Agenda Detail : Approve the 2025 Financial Statements Type : To Consider and approve Board's Resolution : After due consideration, the Board deemed it appropriate to propose to the AGM to approve the financial statements for the year ended December 31, 2025, which have been audited by the Company's certified public auditors and reviewed by the Audit Committee. Agenda Item : 3 Agenda Detail : Approve the Dividend Payment for the 2025 Operating Results Type : To Consider and approve Board's Resolution : After due consideration, the Board deemed it appropriate to propose to the AGM to approve the dividend payment for the 2025 operating results, allocated from the unappropriated retained earnings as of December 31, 2025, at the rate of THB 0.01 per share, totaling approximately THB 204 million, with details as follows: * Dividend of THB 0.01 per share to be paid from unappropriated retained earnings, which is not subject to corporate income tax due to offsetting with the Company's tax losses. Individual shareholders will be subjected to a 10% withholding and will not be able to claim a tax credit. * The dividend will be paid to shareholders whose names appear on the Record Date on 4 March 2026, with payment scheduled on April 29, 2026. (The entitlement to such dividend payment is subject to approval by the Annual General Meeting of Shareholders for 2026.) Agenda Item : 4 Agenda Detail : Approve the Appointment of Auditors and Determine its Audit Fee for the Year 2026 Type : To Consider and approve Board's Resolution : The Board, upon the recommendation of the Audit Committee, resolved to propose to the AGM to approve the appointment of auditors from EY Office Limited ("EY") as the Company's auditors for the year 2026, whereby any one of the following auditors shall be authorized to sign the Company's financial statements: 1. Mr. Somsak Chiratdhitiamphyvong CPA Reg. No. 8874 (never signed the Company's financial statements) or 2. Mr. Kittiphun Kiatsomphob CPA Reg. No. 8050 (signed the Company's financial statements for the year 2022) or 3. Miss. Natteera Pongpinitpinyo CPA Reg. No. 7362 (never signed the Company's financial statements) The audit fee for the year 2026 is proposed at THB 2,920,000 (two million nine hundred twenty thousand Baht), excluding out-of-pocket expenses actually incurred but not exceeding THB 130,000. (Note: the proposed auditors have no relationship and/or conflict of interest with the Company, its subsidiaries, executives, major shareholders, or any related person.) Agenda Item : 5 Agenda Detail : Approve the Remuneration of the Directors for the Year 2026 Type : To Consider and approve Board's Resolution : The Board, upon the recommendation of the Nomination and Remuneration Committee, resolved to propose to the Annual General Meeting of Shareholders to approve the directors' remuneration for the year 2026 at the same rate as 2025 and approve the waiver of directors' bonus for the operating results of 2025 with the following details: 1. Directors' remuneration for the year 2026: This includes (1) Allowance for directors (Monthly)and (2) Meeting Allowance for the Board of Directors and sub-committees (per meeting attended). The rates are proposed to remain the same as those for the year 2025, as follows: Board of Directors - Chairperson, Monthly Allowance (Per month) = Baht 60,000, Meeting Allowance (Per attendance) = Baht 60,000, Other Benefits = None - Director, Monthly Allowance (Per month) = Baht 45,000, Meeting Allowance (Per attendance) = Baht 45,000, Other Benefits = None Sub-Committees - Chairperson, Monthly Allowance (Per month) = None, Meeting Allowance (Per attendance) = Baht 60,000, Other Benefits = None - Director, Monthly Allowance (Per month) = None, Meeting Allowance (Per attendance) = Baht 45,000, Other Benefits = None (Note: The Company has applied the aforesaid remuneration rates since 2006, with no adjustments made to date.) 2. Bonus for the 2025 Operating Results: Proposal will be made to omission from paying bonus to the Board of Directors. 3. Other types of remuneration/benefits: -None- Agenda Item : 6 Agenda Detail : Elect or Re-elect Directors in Replacement of Those Retiring by Rotation Type : To consider and approve the appointment of directors Board's Resolution (Update) : The Board (excluding any directors having conflicts of interest) resolved to propose to the AGM to approve the election of directors. Agenda Item : 7 Agenda Detail : Other matters (if any) Type : To Consider and approve Board's Resolution : Pursuant to Section 105 paragraph 2 of the Public Limited Companies Act B.E. 2535 (1992), shareholders holding not less than one-third of the total number of issued shares may request the meeting to consider matters other than those specified in the notice of meeting. However, in accordance with good corporate governance principles and the recommendations of the Thai Institute of Directors (IOD), proposing additional agenda items requiring voting without prior notice to shareholders may be deemed unfair to shareholders who are unable to attend the meeting and may pose a risk of voidability. The Company allowed minority shareholders to propose agenda items and nominate candidates for directorship in advance for the AGM 2026 during September 5, 2025 to December 31, 2025. The information regarding the exercise of these rights and the procedures is published on the Company's website (www.irpc.co.th) and the Stock Exchange of Thailand's news system (SET Link). However, no agenda items or director nominations were proposed. The Company will disclose the details of the AGM 2026, including agenda, procedures for attending the meeting, voting procedures, and the use of the e-Meeting system, via the "SETLink" system and the Company's website (www.irpc.co.th) from March 6, 2026 onwards. For any inquiries, shareholders can contact Corporate Governance Officer via email: [email protected], or reach the Corporate Affairs Office at 02 765-7000, or through any other channels specified in the meeting notice. ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 17-Feb-2026 Type of dividend payment : Cash dividend payment Record date for the right to receive : 04-Mar-2026 dividends Ex-dividend date : 02-Mar-2026 Payment for : Common shareholders Cash dividend payment (baht per share) : 0.01 Par value (baht) : 1.00 Payment date : 29-Apr-2026 Paid from : Retained Earnings Remark : The right to receive dividend, as the case maybe, is uncertain as it has not yet been approved by shareholders. ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : Mr. SOMSAK CHIRATDHITIAMPHYVONG CPA License No. : 8874 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2026 No : 2 Auditor Name : Mr. KITTIPHUN KIATSOMPHOB CPA License No. : 8050 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2026 No : 3 Auditor Name : Miss NATTEERA PONGPINITPINYO CPA License No. : 7362 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2026 ______________________________________________________________________ Change of director/Executive New election Director Name : MR. Suchad Chiaranussati Be appoint to replace (if any) : Mr.KORN PONGJITDHAM Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 07-Apr-2026 More detail : Pending approval by the shareholders' meeting. ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. TERDKIAT PROMMOOL Position in company (1) : DIRECTOR Effective Date (1) : 01-Oct-2024 Position in company (2) : PRESIDENT AND CHIEF EXECUTIVE OFFICER Effective Date (2) : 01-Oct-2024 Position in company (3) : Member of the Risk Management Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Miss PIYAWAN LAMKITCHA Position in company (1) : Director Effective Date (1) : 26-Nov-2025 Position in company (2) : Member of the Corporate Governance and Sustainability Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. PHIRUN SAIYASITPANICH Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 26-Feb-2025 Position in company (2) : Chairman of the Corporate Governance and Sustainability Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Miss VENA LIMSAWASDI Position in company (1) : Independent Director Effective Date (1) : 26-Nov-2025 Position in company (2) : Member of the Audit Committee Effective Date (2) : 26-Nov-2025 ______________________________________________________________________ The company hereby certifies that the information above is correct and complete. Signature _________________ ( Mr.TERDKIAT PROMMOOL ) President and Chief Executive Officer Authorized person to disclose information ______________________________________________________________________ Corporate Governance Tel. 0-2765-7000 Email: [email protected] ______________________________________________________________________ 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. 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