Notification on the resolutions of the Board of Directors Meeting No. 1/2026 regarding the non-dividend payment and the schedule of the 2026 Annual General Meeting of Shareholders
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Letter No. : A.010/2026
Subject : Notification on the resolutions of
the Board of Directors Meeting No. 1/2026 regarding the non-dividend payment
and the schedule of the 2026 Annual General Meeting of Shareholders
To : President
The Stock Exchange of Thailand
______________________________________________________________________
Schedule of Shareholders meeting
Subject : Schedule of Annual General Meeting of
Shareholders
Date of Board resolution : 25-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 : 13-Mar-2026
meeting
Ex-meeting date : 12-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 : Bongkotcharat A Room Fl.2th ,Royal
River Hotel Bangkok, 219 Soi Charansanitwong 66/1 Charansanitwong Rd., Bangplad
, Bangkok 10700
Agenda Item : 1
Agenda Detail : To acknowledge the minutes of the
2025 Annual General Meeting of Shareholders
Type : To acknowledge
Board s Resolution : To propose the shareholders meeting
to acknowledge the minutes of the 2025 Annual General Meeting of Shareholders.
Agenda Item : 2
Agenda Detail : To acknowledge the Company s 2025
operating results
Type : To acknowledge
Board s Resolution : To propose the shareholders meeting
to acknowledge the Company s 2025 operating results.
Agenda Item : 3
Agenda Detail : To consider and approve the Company s
audited financial statements for the fiscal year ended 31 December 2025
Type : To Consider and approve
Board s Resolution : To propose the shareholders meeting
to consider and approve the company s audited financial statements
for the fiscal year ended 31 December 2025 as certified by the certified public
accountant.
Agenda Item : 4
Agenda Detail : To consider the approval the
non-dividend payment for the year 2025 annual performance results
Type : To Consider and approve
Board s Resolution : To propose the shareholders meeting
to consider and approve the non-dividend payment of the year 2025 due to the
company s net loss as shown in the financial statements, although the company
has not yet accumulated losses, it still needs to reserve funds to maintain
liquidity and has plans to prepare for new projects, including to support
expansion into new projects in 2026.
Agenda Item : 5
Agenda Detail : To consider and approve the election
of directors replacing those retired by rotation
Type : To consider and approve the
appointment of directors
Board s Resolution : To propose the shareholders meeting
to consider and approve, the election of
1.Mr. Marut Simasathien
2.Mr.Poomson Rojlertjanya
3.Mr.Pasakorn Purungrit
who retired by rotation to be directors of the Company for another term.
Agenda Item : 6
Agenda Detail : To consider and approve the
remuneration of the Board of Directors and the Sub-committees for the year 2026
Type : To Consider and approve
Board s Resolution : To propose the shareholders meeting
to consider and approve the determination of the Board of Directors
remuneration for the year 2026,
in the form of meeting allowance, not exceeding Baht 2.7 million and other
remuneration not exceeding Baht 1 million, such as health insurance premiums and
annual physical examinations, in the total of no higher than Baht 3.7 million,
which is the same rate as for 2025.
Details are as follows:
1.Board of Directors
1.1 Chairman 25,000 Baht /time /person
1.2 Director 20,000 Baht /time /person
2.Audit Committee
2.1 Chairman 15,000 Baht /time /person
2.2 Director 10,000 Baht /time /person
3.Risk Management Committee
3.1 Chairman 15,000 Baht /time /person
3.2 Director 10,000 Baht /time /person
4.Nomination and Remuneration Committee
4.1 Chairman 15,000 Baht /time /person
4.2 Director 10,000 Baht /time /person
5.Executive Committee
5.1 Chairman 15,000 Baht /time /person
5.2 Director 10,000 Baht /time /person
Agenda Item : 7
Agenda Detail : To consider and approve the
appointment of auditors and determination the auditor s fee for the year 2026
Type : To Consider and approve
Board s Resolution : To propose the shareholders meeting
to consider and approve the appointment of certified public accountants from D I
A International Audit Company Limited
to be the Company s auditors for the year 2026, with their remuneration Baht
1,700,000 per year, excluding other out-of-pocket expenses.
1.Mrs. Suvimol Chrityakierne Certified Public Accountant No. 2982, or
2.Mr. Wirote Satjathamnukul Certified Public Accountant No. 5128, or
3.Miss Somjintana Pholhirunrat Certified Public Accountant No. 5599, or
4.Mr. Nopparoek Pissanuwong Certified Public Accountant No.7764
Agenda Item : 8
Agenda Detail : To consider other agenda (if any)
Type : To Consider and approve
______________________________________________________________________
Dividend payment / Omitted dividend payment
Subject : Omitted dividend payment
Date of Board resolution : 25-Feb-2026
Omitted dividend payment from :
Operating period from 01-Jan-2025 to 31-Dec-2025
______________________________________________________________________
Change of director/Executive
Re-election
Director Name : Mr. MARUT SIMASATHIEN
Position in company (1) : CHAIRMAN OF BOARD OF DIRECTORS
Effective Date (1) : 22-Mar-2004
Position in company (2) : INDEPENDENT DIRECTOR
Effective Date (2) : 22-Mar-2004
Position in company (3) : Risk management Committee
______________________________________________________________________
Change of director/Executive
Re-election
Director Name : Mr. POOMSON ROJLERTJANYA
Position in company (1) : DIRECTOR
Effective Date (1) : 03-Dec-1981
Position in company (2) : Nomination and Remuneration Committee
/ Executive Committee
______________________________________________________________________
Change of director/Executive
Re-election
Director Name : Mr. PASAKORN PURUNGRIT
Position in company (1) : DIRECTOR
Effective Date (1) : 11-Nov-2025
Position in company (2) : Executive Committee
______________________________________________________________________
Auditors Appointment
No : 1
Auditor Name : Mrs. SUVIMOL CHRITYAKIERNE
CPA License No. : 2982
Accounting and Audit firm : D I A INTERNATIONAL AUDIT CO.,LTD.
Audit End Date : 31-Dec-2026
No : 2
Auditor Name : Mr. WIROTE SATJATHAMNUKUL
CPA License No. : 5128
Accounting and Audit firm : D I A INTERNATIONAL AUDIT CO.,LTD.
Audit End Date : 31-Dec-2026
No : 3
Auditor Name : Miss SOMJINTANA PHOLHIRUNRAT
CPA License No. : 5599
Accounting and Audit firm : D I A INTERNATIONAL AUDIT CO.,LTD.
Audit End Date : 31-Dec-2026
No : 4
Auditor Name : Mr. NOPPAROEK PISSANUWONG
CPA License No. : 7764
Accounting and Audit firm : D I A INTERNATIONAL AUDIT CO.,LTD.
Audit End Date : 31-Dec-2026
______________________________________________________________________
The company hereby certifies that the information above is correct and complete.
Signature _________________
( Mr.SARUN ROJLERTJANYA )
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.
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