Schedule for the 2026 Annual General Meeting of Shareholders and Dividend Payment.
Schedule for the 2026 Annual General Meeting of Shareholders and Dividend Payment.
Investor Relations Info : VRANDA
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Document Number: VRANDA.CS.006/2026
Subject: Board of Directors Meeting Resolution No. 1/2026
To: Directors and Managers, Stock Exchange of Thailand
______________________________________________________________________
Shareholder Meeting Schedule
Subject: Schedule of the Annual General Meeting of Shareholders
Date of Board Resolution: February 26, 2026
Date of Shareholder Meeting: April 23, 2026
Meeting Start Time (hh:mm): 10:00
AM Record Date: March 13, 2026 Ineligibility
Date: March 12, 2026 Important
Meeting Agendas:
- Payment of cash dividends
- Changes/renewal of director terms
Meeting Format: Electronic meeting Meeting Location
: Electronic meeting Agenda
Item: 1
Agenda Topic: Acknowledging the Board of Directors' Annual Report
and operating results for the year ended December 31, 2025 Agenda
Type: For Information
Board of Directors' Opinion: The Board of Directors has considered the matter.
It is deemed appropriate to propose to the Annual General Meeting of Shareholders 2026
for consideration and acknowledgment of the Group's operating results report for the year 2025.
Agenda Item 2
: Consideration and approval of the consolidated financial statements for the year ended
December 31, 2025.
Type of Agenda Item: For consideration.
Board of Directors' Opinion: The Board of Directors has considered and
approved the proposal submitted by the Audit Committee. Therefore, it is deemed appropriate to propose to the Annual General Meeting of Shareholders 2026
for consideration and approval of the consolidated financial statements for the year ended December 31, 2025.
Agenda Item 3
: Consideration and approval of the allocation of legal reserves
and dividend payment for the year 2025.
Type of Agenda Item: For consideration.
Board of Directors' Opinion: The Board of Directors has considered and
deemed it appropriate to propose to the Annual General Meeting of Shareholders 2026 for consideration and approval of the allocation of legal reserves in the amount of
6,532,447 baht and the payment of dividends at a rate of 0.185 baht per share for the year 2025.
Agenda Item 4
: Consideration and approval of the appointment of directors to replace
those retiring from their positions.
Type of Agenda Item: For consideration of director elections.
Board of Directors' Opinion: The Board of Directors...
Excluding directors with vested interests, who have considered and agreed as proposed by the Nomination and Remuneration Committee,
it is deemed appropriate to propose to the shareholders' meeting for consideration and approval the appointment of directors to replace those who have left their positions according to the term,
namely (1) Asst. Prof. Siriporn Maneepun, (2) Mr. Phawat Ongwasit, (3) Mr. Kittisak Saphochchai and (4)
Mr. Siriwat Wongjarukorn to return to the position of director for another term.
It is considered that the four persons nominated in this instance
have gone through the screening process of the Nomination and Remuneration Committee and the Board of Directors.
It is considered that she possesses the qualifications suitable for the company's business, having the knowledge, skills, experience
, and specialized expertise that aligns with the company's business strategy.
She has a good work history and experience, possesses leadership qualities, a broad vision,
and can dedicate sufficient time to benefit the company's operations.
She also meets all qualifications and does not have any disqualifying characteristics under relevant laws.
Furthermore, Asst. Prof. Siriporn Maneephan fully meets the definition of an independent director as defined by
the Securities and Exchange Commission.
Agenda Item 5
: Topic: Consideration and Approval of Directors' Remuneration for 2026.
Agenda Type: For Consideration.
Board of Directors' Opinion: The Board of Directors has considered and
approved the proposal from the Nomination and Remuneration Committee.
Therefore, it is deemed appropriate to propose to the shareholders' meeting for approval of directors' remuneration for the year 2026, within a limit of not exceeding
3,500,000 baht, and a directors' bonus of 500,000 baht
, and assigns the Chief Executive Officer to allocate it proportionally.
Agenda Item 6:
Topic: Consideration and Approval of the Appointment of Auditors
and Determination of Auditor's Remuneration for the Year. Ending on December 31, 2026.
Agenda Item: For Consideration.
Board of Directors' Opinion: The Board of Directors has considered and
approved the proposal of the Audit Committee and therefore deems it appropriate to propose to the Annual General Meeting of Shareholders 2026
for consideration and approval of KPMG Bhumichai Audit Co., Ltd. as the Company's audit firm
and the appointment of (1) Ms. Wilaiwan Pholprasert, Certified Public Accountant No. 8420 and/or (2)
Ms. Kanokorn Puripanyavanich, Certified Public Accountant No. 10512 and/or (3) Ms. Natsasin Wattanapaisan,
Certified Public Accountant No. 10767 and/or (4) Ms. Sukanya Rodkroh, Certified Public Accountant No.
12089, will be the Company's auditor for the year 2026, with the auditor's remuneration set at 4,200,000 baht per year
and other actual expenses incurred during the service (Out of Pocket Expense).
Furthermore, the Company's auditor and the auditors of all of the Company's subsidiaries (10 companies)
are affiliated with the same auditing firm, KPMG Phoomchai Audit Co., Ltd.
In this regard, the Board of Directors will ensure that the Company can prepare its financial statements on time as required by law.
Agenda Item: 7
Topic: Consideration of other agenda items
Agenda Type: For consideration
______________________________________________________________________
Dividend Payment / Non-Payment of Dividends
Subject: Payment of cash dividends
Date of Board Resolution: February 26, 2026
Type of Dividend: Cash dividend payment
Record date: May 6, 2026.
Ex-dividend date (XD): May 5, 2026.
Payable to: Ordinary shareholders.
Cash dividend payout rate (Baht per share): 0.185
Par value (Baht): 5.00
Dividend payment date: May 20, 2026
Dividend paid from:
Operating period from January 1, 2025 to December 31, 2025
______________________________________________________________________
Change of Director/Executives
for another term
Name of Director: Mrs. Siriporn Maneepun
Position of Director in the Company (1): Independent Director
Start date (1): May 13, 2020
Position of Director in the Company (2): Audit Committee Member
Start date (2): May 13, 2020
Position of Director in the Company (3): Chairman of Corporate Governance Committee
______________________________________________________________________
Change of Director/Executives
for another term
Name of Director: Mr. Phawat Ongwasit
Position of Director in the Company (1): Vice Chairman
Start date (1): August 23, 2013.
Director position in the company (2): Chief Executive Officer.
Start date (2): March 9, 2017.
______________________________________________________________________
Change of Director/Executive
to serve another term.
Director's name: Mr. Kittisak Saphochchai.
Director position in the company (1): Director.
Start date (1): February 6, 2017.
Director position in the company (2): Sustainability and Risk Management Director.
______________________________________________________________________
Change of Director/Executive
to serve another term.
Director's name: Mr. Siriwat Wongjarukorn.
Director position in the company (1): Director.
Start date (1): February 6, 2017.
Director position in the company (2): Nomination and Remuneration Director.
______________________________________________________________________
Appointment of Auditors
No.: 1
Auditor's Name: Ms. Wilaiwan Pholprasert
Auditor's Code: 8420
Accounting Firm: KPMG Bhumichai Audit Co., Ltd.
Accounting Period End Date: December 31, 2026
No.: 2
Auditor's Name: Ms. Kanokorn Phuripanyavanich
Auditor Code: 10512
Accounting Firm: KPMG Bhumichai Audit Co., Ltd. Accounting
Period End Date: December 31, 2026
Sequence Number: 3
Auditor's Name: Ms. Natsasin Wattanapaisan
Auditor Code: 10767
Accounting Firm: KPMG Bhumichai Audit Co., Ltd.
Accounting Period End Date: December 31, 2026
Sequence Number: 4
Auditor's Name: Ms. Sukanya Rodkroh
Auditor Code: 12089
Accounting Firm: KPMG Bhumichai Audit Co., Ltd.
Accounting Period End Date: December 31, 2026
______________________________________________________________________
The company certifies that the information reported above is accurate and complete in all respects.
Signed _________________
(Mrs. Tosaporn Angsuvarangsi)
Director,
Authorized Information Reporter
Signed _________________
(Mr. Warut Tantipipop)
Director,
Authorized Information Reporter
______________________________________________________________________
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Source
: Stock Exchange of Thailand, Date: 26/02/26, Time: 18:08:20
