24 Feb 2026 12:45
Notification of the Board of Directors' Resolutions on the Dividend Payment and Schedule for the 2026 Annual General Meeting of Shareholders
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Full Detailed News
Letter No. : SorGor. 9/2569 Subject : Notification of the Board of Directors' Resolutions on the Dividend Payment and Schedule for 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 : 24-Feb-2026 Shareholder's meeting date : 23-Apr-2026 Beginning time of meeting (hh:mm) : 10 : 00 Record date for the right to attend the : 10-Mar-2026 meeting Ex-meeting date : 09-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 in accordance with the Emergency Decree on Electronic Meetings, B.E. 2563 (2020), and other related laws and regulations Agenda Item : 1 Agenda Detail : To acknowledge the Board of Directors' report on the Bank's operating results for the year 2025 Type : To acknowledge Board's Resolution : The shareholders' meeting shall acknowledge the Bank's operating results for the year 2025, which will be presented at the meeting. Agenda Item : 2 Agenda Detail : To consider and approve the financial statements for the year ended December 31, 2025 Type : To Consider and approve Board's Resolution : The shareholders' meeting should approve the Bank's financial statements for the year ended December 31, 2025. These statements are included in the Bank's 2025 Annual Registration Statement/Annual Report (Form 56-1 One Report), have been audited by the Bank's auditor, PricewaterhouseCoopers ABAS Ltd., and reviewed by the Audit Committee. Agenda Item : 3 Agenda Detail : To consider and approve the allocation of profit and dividend payment for the year 2025 Type : To Consider and approve Board's Resolution : The Bank has a registered capital of Baht 10,478,762,930 and has already allocated Baht 1,047,876,293 as a legal reserve, in compliance with the requirement stipulated in the Bank's Articles of Association. Accordingly, no further allocation of operating profit for 2025 is required for the legal reserve. The Bank recorded net profit attributable to the Bank's shareholders of Baht 5,511,242,403 and Baht 5,912,913,389 in the separate and consolidated financial statements for 2025, respectively. The Board of Directors is of the opinion that the shareholders' meeting should consider and approve the payment of a dividend for the year 2025 to shareholders at the rate of Baht 5.70 per share, totaling Baht 4,648,531,101 (calculated based on the number of shares outstanding after deducting the repurchased shares, totaling 811,863,680 shares as of February 24, 2026). This represent 84.35% of the net profit from the separate financial statements or 78.62% of the net profit from the consolidated financial statements for the year 2025. The Bank paid an interim dividend for the operating results of the first six months of 2025 to shareholders at the rate of Baht 1.50 per share, totaling Baht 1,238,703,645, on September 25, 2025, pursuant to the resolution of the Board of Directors' Meeting No. 8/2568 dated August 28, 2025. Therefore, if the proposed dividend is approved at this shareholders' meeting, shareholders will receive the remaining dividend of Baht 4.20 per share. The Bank set the record date for shareholders entitled to receive the dividend on April 30, 2026, and the dividend payment will be made on May 21, 2026. In proposing the dividend at the above-mentioned rate, the Bank considered its operating performance, reserve level, and capital adequacy to support business plans, as well as the risks and the pre- and post-impact of the proposed dividend payment. The Bank also took into account the ability to gradually increase its reserve and capital funds, future revenue-generating capability, business expansion, and the long-term shareholder returns. This proposal is consistent with the Bank's dividend payment policy. The dividend will be paid from net profit, which is subject to 20% corporate income tax. Individual shareholders may claim a tax credit at the rate of 20/80 of the dividend received in accordance with Section 47 bis of the Revenue Code. Agenda Item : 4 Agenda Detail : To consider and elect directors to replace those who will retire by rotation Type : To consider and approve the appointment of directors Board's Resolution : The Bank currently has twelve directors. At the 2026 Annual General Meeting of Shareholders, four directors will retire by rotation: 1. Mr. Suvit Mapaisansin Non-executive Director 2. Prof.Dr. Anya Khanthavit Non-executive Director 3. Mrs. Patchanee Limapichat Non-executive Director 4. Mr. Aphinant Klewpatinond Executive Director The Bank provided shareholders with the right to nominate qualified persons for election as directors at the 2026 Annual General Meeting of Shareholders by announcing this opportunity through the Stock Exchange of Thailand. The Bank also published the nomination criteria and procedures on its website for a three-month period from September 1 to November 30, 2025. No shareholder submitted a nomination. The Board of Directors, excluding directors with an interest in this matter, agreed with the recommendation of the Nomination and Remuneration Committee. The Committee thoroughly evaluated qualifications beneficial to the Bank's operations, the board composition in accordance to the board skills matrix, and potential candidates listed in the director pool disclosed on the Thai Institute of Directors Association's website. The Committee is of the opinion that Mr. Suvit Mapaisansin, Prof. Dr. Anya Khanthavit, Mrs. Patchanee Limapichat, and Mr. Aphinant Klewpatinond, the four directors retiring by rotation, are fully qualified and do not possess any prohibited characteristics under applicable laws. They have knowledge, competencies, and experience relevant to the operations of Kiatnakin Phatra Financial Group ("the Group"); have performed their duties with integrity and accountability, and have significantly contributed to the Group throughout their tenure. Therefore, the shareholders' meeting should re-elect all four retiring directors for another term. The Bank of Thailand has already approved the re-election of the directors retiring by rotation who are proposed for another term. Agenda Item : 5 Agenda Detail : To consider and approve the directors' remuneration Type : To Consider and approve Board's Resolution : The shareholders' meeting should approve the directors' remuneration as proposed by the Nomination and Remuneration Committee, which has thoroughly considered several factors, including the Bank's operating results, a comparison of directors' remuneration at other commercial banks of similar size and structure, and overall business trends. The Committee also considered that the remuneration structure and component levels should appropriately reflect the directors' knowledge and expertise, which contribute to the Bank and the Group's sustainable business operations. Accordingly, the Board of Directors proposes that the shareholders' meeting approve the bonus for performance in 2025 for ten directors who are not employees of the Bank or Group companies, in the amount of Baht 17,040,000. The proposed bonus per director represents a 27% increase from the previous year. The shareholders' meeting should also approve the remuneration for directors who are not employees of the Bank or Group companies for the year 2026 (excluding directors' bonuses), in a total amount not exceeding Baht 27 million. Such remuneration consists of monthly retainers and meeting attendance fees at the same rates as the previous year, which remain appropriate and comparable to those of other commercial banks of similar size. (As shown in more details) In the event that additional subcommittees are appointed, the Board of Directors may determine remuneration for their members, provided that the total remuneration does not exceed Baht 27 million, as proposed for approval by the shareholders' meeting. The above remuneration rates shall remain in effect until resolved otherwise by a shareholders' meeting. Other benefits such as group life and health insurance, directors' and officers' liability insurance, and a company car shall continue in accordance with the Bank's regulations, consistent with the prior year. Executive directors who receive a monthly salary as employees of the Bank or Group companies shall not receive monthly remuneration, attendance fees, or bonuses in their capacity as directors of the Bank. More detail : For more information regarding this agenda, please read the Full Detailed News file. Agenda Item : 6 Agenda Detail : To consider and appoint auditors and fix their remuneration for the year 2026 Type : To Consider and approve Board's Resolution : The shareholders' meeting should approve the appointment of auditors from PricewaterhouseCoopers ABAS Ltd. as the Bank's auditors for the year 2026, as recommended by the Bank's Audit Committee together with other Audit Committees within the Group. The proposed auditors are Ms. Sinsiri Thangsombat, CPA License No. 7352, Mr. Paiboon Tunkoon, CPA License No. 4298, and Mr. Boonlert Kamolchanokkul, CPA License No. 5339. The shareholders' meeting should also approve the auditors' remuneration for the year 2026 in the amount of Baht 10,233,000, representing an increase of 6.12% from the previous year's remuneration of Baht 9,643,000. Other audit- related fees that may arise will be at the discretion of management, as deemed appropriate. The proposed auditors are independent, possess internationally recognized auditing expertise, and have extensive experience in auditing commercial banks and capital market businesses. They have also received approval from both the Securities and Exchange Commission and the Bank of Thailand. Agenda Item : 7 Agenda Detail : Other matters (if any) Type : To Consider and approve ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 24-Feb-2026 Type of dividend payment : Cash dividend payment Record date for the right to receive : 30-Apr-2026 dividends Ex-dividend date : 29-Apr-2026 Payment for : Common shareholders Cash dividend payment (baht per share) : 4.20 Par value (baht) : 10.00 Payment date : 21-May-2026 Paid from : Operating period from 01-Jan-2025 to 31-Dec-2025 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. SUVIT MAPAISANSIN Position in company (1) : DIRECTOR Effective Date (1) : 12-Sep-2012 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. ANYA KHANTHAVIT Position in company (1) : DIRECTOR Effective Date (1) : 24-Apr-2017 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mrs. PATCHANEE LIMAPICHAT Position in company (1) : DIRECTOR Effective Date (1) : 07-Aug-2020 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. APHINANT KLEWPATINOND Position in company (1) : DIRECTOR Effective Date (1) : 12-Sep-2012 ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : Miss SINSIRI THANGSOMBAT CPA License No. : 7352 Accounting and Audit firm : PRICEWATERHOUSE COOPERS ABAS LIMITED Audit End Date : 31-Dec-2026 No : 2 Auditor Name : Mr. PAIBOON TUNKOON CPA License No. : 4298 Accounting and Audit firm : PRICEWATERHOUSE COOPERS ABAS LIMITED Audit End Date : 31-Dec-2026 No : 3 Auditor Name : Mr. BOONLERT KAMOLCHANOKKUL CPA License No. : 5339 Accounting and Audit firm : PRICEWATERHOUSE COOPERS ABAS LIMITED Audit End Date : 31-Dec-2026 ______________________________________________________________________ The company hereby certifies that the information above is correct and complete. Signature _________________ ( Mr.Aphinant Klewpatinond ) Chief Executive Officer Authorized person to disclose information ______________________________________________________________________ Corporate Secretariat Department Telephone: 0-2495-1021-22 ______________________________________________________________________ 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.