Notification of No Dividend Payment and the Schedule of the 2026 Annual General Meeting of Shareholders
The Stock Exchange of Thailand·03/02/2026 00:00:16
Letter No. : 3/2026
Subject : The determination of the date of the
2026 Annual General Meeting of Shareholders to be held via electronic means
(E-AGM) and the omission of dividend payment.
To : Managing Director
The Stock Exchange of Thailand
______________________________________________________________________
Schedule of Shareholders' meeting
Subject : Schedule of Annual General Meeting of
Shareholders
Date of Board resolution : 27-Feb-2026
Shareholder's meeting date : 27-Apr-2026
Beginning time of meeting (hh:mm) : 14 : 00
Record date for the right to attend the : 10-Apr-2026
meeting
Ex-meeting date : 09-Apr-2026
Significant agenda item :
- Omitted 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 certify the Minutes
of the Extraordinary General Meeting of Shareholders No. 1/2025 held on 4
September 2025.
Type : To Consider and approve
Board's Resolution : The Board of Directors is of the
opinion that the Minutes of the Extraordinary General Meeting of Shareholders
No. 1/2025 held on 4 September 2025 were accurately and completely recorded.
Therefore, it is deemed appropriate to propose that the Shareholders' Meeting
consider and approve such Minutes.
Agenda Item : 2
Agenda Detail : To consider and acknowledge the
Company's operating results for the accounting period ended 31 December 2025.
Type : To acknowledge
Board's Resolution : The Board of Directors deems it
appropriate to propose that the Shareholders' Meeting acknowledge the Company's
operating results for the fiscal year ended 31 December 2025. The Board of
Directors has duly considered the matter and is of the opinion that such report
is accurate.
Agenda Item : 3
Agenda Detail : To consider and approve the Auditor's
Report and the audited financial statements for the year ended 31 December
2025.
Type : To Consider and approve
Board's Resolution : The Board of Directors has resolved
to approve and propose to the 2026 Annual General Meeting of Shareholders for
consideration and approval the Company's statement of financial position and
statement of profit or loss for the fiscal year ended 31 December 2025, which
have been audited by the certified public auditor and reviewed by the Audit
Committee as being accurate, and have also been approved by the Board of
Directors.
Agenda Item : 4
Agenda Detail : To consider and approve the
allocation of net profit as a legal reserve and the omission of dividend payment
for the operating results of the year 2025.
Type : To Consider and approve
Board's Resolution : The Board of Directors has resolved
to approve and propose to the 2026 Annual General Meeting of Shareholders for
consideration the non-allocation of net profit as a legal reserve and the
omission of dividend payment for the operating results of the year 2025. This is
due to the Company having incurred a total comprehensive loss for the year 2025
in the amount of Baht (11,016,763.00), resulting in the Company being unable to
pay dividends in accordance with Section 115 of the Public Limited Companies
Act B.E. 2535 (1992). In addition, the Company is not required to allocate part
of its annual net profit as a legal reserve pursuant to Section 116 of the
Public Limited Companies Act B.E. 2535 (1992).
Agenda Item : 5
Agenda Detail : To consider and appoint directors in
replacement of those retiring by rotation.
Type : To consider and approve the
appointment of directors
Board's Resolution : The Board of Directors, excluding the
interested director(s), has considered and resolved to approve (with the
interested director abstaining from voting) and deems it appropriate to propose
to the Shareholders' Meeting for consideration and approval the re-appointment
of one director retiring by rotation, namely Mr. Dan Soramanee, to serve another
term. This is because he possesses the requisite qualifications, knowledge,
competence, experience, and expertise, and meets all qualifications as
prescribed under the Public Limited Companies Act B.E. 2535 (1992) (as amended).
Agenda Item : 6
Agenda Detail : To consider and approve the reduction
of the number of directors from 10 to 9 and the appointment of a new director.
Type : To consider and approve the
appointment of directors
Board's Resolution : "The Board of Directors deems it
appropriate to propose to the Shareholders' Meeting for consideration and
approval the restructuring of the Board of Directors by reducing the number of
directors from 10 to 9. The Board also approves the proposal to appoint Mr.
Khanist Srivajiraprabha as a newly appointed director, to serve as Director and
Executive Director, and Ms. Panida Rattanacharoenkul as a newly appointed
director, to serve as Director, Independent Director, Audit Committee Member,
and Chairman of the Risk Management Committee. Both nominees possess
qualifications suitable for the Company's business operations and do not have
any prohibited characteristics under the law."
Agenda Item : 7
Agenda Detail : To consider and approve the
determination of remuneration for the Board of Directors and the sub-committees
for the year 2026.
Type : To Consider and approve
Board's Resolution : The Board of Directors deems it
appropriate to propose that the Shareholders' Meeting consider the remuneration
of the Board of Directors and the sub-committees for the year 2026.
Agenda Item : 8
Agenda Detail : To consider and approve the
appointment and determination of the remuneration of the auditor for the year
2026.
Type : To Consider and approve
Board's Resolution : The Board of Directors has considered
and resolved to approve the proposal to be submitted to the 2026 Annual General
Meeting of Shareholders for consideration and approval of the appointment of
(1) Mr. Pornchai Kittipanyangam, Certified Public Accountant Registration No.
2778, and/or (2) Ms. Saleela Puttijarungwong, Certified Public Accountant
Registration No. 6817, and/or (3) Ms. Nattramon Worathanatham, Certified Public
Accountant Registration No. 13086, of Bunchikij Co., Ltd., to serve as the
Company's auditors for the year 2026, and to fix the audit fee at an amount not
exceeding Baht 6,970,000, The audit fee is allocated as follows: Thai Parcel
Group in the amount of Baht 2,490,000.00; First Group (subsidiaries) in the
amount of Baht 2,050,000.00; and Chalermpat Group (subsidiaries) in the amount
of Baht 2,250,000.00, in accordance with the recommendation of the Audit
Committee, which has duly reviewed and considered the matter, and as approved by
the Board of Directors.
Agenda Item : 9
Agenda Detail : To consider other agenda
Type : To Consider and approve
______________________________________________________________________
Dividend payment / Omitted dividend payment
Subject : Omitted dividend payment
Date of Board resolution : 27-Feb-2026
Omitted dividend payment from :
Operating period from 01-Jan-2025 to 31-Dec-2025
______________________________________________________________________
Change of director/Executive
Expired by rotation
Director Name : Mrs. WARANGKANA KALAYANAPRADIT
Position in company (1) : Board of Director
Effective Date (1) : 13-Jul-2022
Expire Date (1) : 27-Apr-2026
Position in company (2) : Nomination and Remuneration Committee
Expire Date (2) : 27-Apr-2026
Terminate Reason : Non-renewal of term (term expired)
______________________________________________________________________
Change of director/Executive
Expired by rotation
Director Name : Mr. PHAIRAT WATCHARASATHAPORNPHONG
Position in company (1) : INDEPENDENT DIRECTOR
Effective Date (1) : 03-Feb-2020
Expire Date (1) : 27-Apr-2026
Position in company (2) : AUDIT COMMITTEE
Effective Date (2) : 03-Feb-2020
Expire Date (2) : 27-Apr-2026
Position in company (3) : Chairman of the Risk Management
Committee
Expire Date (3) : 27-Apr-2026
Terminate Reason : Non-renewal of term (term expired)
______________________________________________________________________
Change of director/Executive
New election
Director Name : MR. khanist Srivajiraprabha
Position in company (1) : Board of Director
Effective Date (1) : 27-Apr-2026
More detail : Pending approval by the shareholders'
meeting.
______________________________________________________________________
Change of director/Executive
New election
Director Name : Mrs. phanida rattanacharoenkun
Position in company (1) : Board of Director
Effective Date (1) : 27-Apr-2026
Position in company (2) : Independent Director
Effective Date (2) : 27-Apr-2026
Position in company (3) : Audit Committee
Effective Date (3) : 27-Apr-2026
Position in company (4) : Chairman of the Risk Management
Committee
Effective Date (4) : 27-Apr-2026
More detail : Pending approval by the shareholders'
meeting.
______________________________________________________________________
Auditors Appointment
No : 1
Auditor Name : Mr. PORNCHAI KITTIPANYA-NGAM
CPA License No. : 2778
Accounting and Audit firm : BUNCHIKIJ CO., LTD.
Audit End Date : 31-Dec-2026
No : 2
Auditor Name : Miss SALEELA PUTTIJARUNGVONG
CPA License No. : 6817
Accounting and Audit firm : BUNCHIKIJ CO., LTD.
Audit End Date : 31-Dec-2026
No : 3
Auditor Name : Miss NUTHRHAMON WORATHANATHUNM
CPA License No. : 13086
Accounting and Audit firm : BUNCHIKIJ CO., LTD.
Audit End Date : 31-Dec-2026
______________________________________________________________________
The company hereby certifies that the information above is correct and complete.
Signature _________________
( Mr.CHAIPIPAT KAEWTRIRAT )
Board of Director
Authorized person to disclose information
Signature _________________
( MissPIMRACHADA LEELAYANA )
Board of Director
Authorized person to disclose information
______________________________________________________________________
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