24 Feb 2026 18:08
The 2026 Annual General Meeting of Shareholders Date, Its Agenda Items, and 2025 Dividend Payment (Updated)
Product PTT Source PTT
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Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 19-Feb-2026 Shareholder's meeting date : 10-Apr-2026 Beginning time of meeting (hh:mm) : 13 : 30 Record date for the right to attend the : 06-Mar-2026 meeting Ex-meeting date : 05-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 : To acknowledge the 2025 performance results Type : To acknowledge Board's Resolution : We recommend the shareholders to acknowledge the 2025 performance results and the proposed corporate strategy plan. Agenda Item : 2 Agenda Detail : To approve the financial statements for the year ended December 31, 2025 Type : To Consider and approve Board's Resolution : We recommend the shareholders to approve the financial statements for the year ended December 31, 2025 which have been audited by the auditor and reviewed by the Audit Committee. The board has also endorsed the financial statements. Agenda Item : 3 Agenda Detail : To approve 2025 net profit allocation and dividend payment Type : To Consider and approve Board's Resolution : After due consideration, the Board of Directors deemed it appropriate to propose shareholders to 1.Approve 2025 net profit allocation and dividend payment for 2025 performance at 2.30 THB/share (Annual dividend of 2.10 THB/share and a non-recurring special dividend 0.20 THB/share), approx. 65,361 MTHB. The deduction of interim dividend payment for the 1st half of 2025 performance was at 0.90 THB/share, paid to shareholders of 28,562,996,250 shares, approx. 25,707 MTHB. Company will pay remaining dividend for the 2nd half of 2025 (2H2025) at 1.40 THB/share (dividend for 2H2025 at 1.20 THB/share and a non-recurring special dividend 0.20 THB/share), which registered and paid-up capital consists of 28,562,996,250 ordinary shares, and total shares with eligible voting rights (after deducting 238,660,400 treasury shares) stands at 28,324,335,850 shares, approx. 39,654 MTHB. The remaining dividend for 2H2025 will be paid from unappropriated retained earnings, subjected to 20% CIT wherein individual shareholders, shall be entitled to a Dividend Tax Credit under Section 47 bis of the Revenue Code at 0.88 THB/share, from the unappropriated retained earnings derived from BOI during the period of being income tax exemption wherein individual shareholders shall not include the dividend as taxable income and not be entitled to a Dividend Tax Credit under Section 47 bis of the Revenue Code at 0.03 THB/share and from dividend received from PTTEP which is subjected to 50% petroleum income tax wherein individual shareholders shall not be entitled to a Dividend Tax Credit under Section 47 bis of the Revenue Code at 0.49 THB/share. The Board of Directors has set the Record Date on Mar 6, 2026 to determine the name of shareholders who are entitled to receive dividend. The dividend for 2H2025 will be paid on Apr 28, 2026. The proposed special dividend for 2025 is from successful asset management and robust free cash flow generation over the past year. This special dividend represents a strategic opportunity to optimize surplus liquidity and deliver exceptional returns to shareholders. Following this non-recurring special dividend, the company will maintain financial resilience and Investment Grade rating. This non-recurring special dividend does not constitute a change to company's dividend policy. 2.Acknowledge the interim dividend payment approved by the Board of Directors on Sep 18, 2025 at 0.90 THB/share, approx. 25,707 MTHB, which was paid to shareholders on Oct 17, 2025. Agenda Item : 4 Agenda Detail : To appoint the auditors and approve the audit fees for the year 2026 Type : To Consider and approve Board's Resolution : We recommend the shareholders to appoint Mr. Kittiphun Kiatsomphob, CPA License No. 8050 and/or Miss Kessirin Pinpuvadol, CPA License No. 7325 and/or Mr. Vorapoj Amnauypanit, CPA License No. 4640 from EY Office Limited as PTT's auditors for the year 2026 and approve the audit fees of Baht 8,000,000, as recommended by the Audit Committee and endorsed by the Board of Directors. Agenda Item : 5 Agenda Detail : To approve PTT's 5-year fund raising plan (for 2026-2030) Type : To Consider and approve Board's Resolution : We recommend the shareholders to approve PTT's fund-raising plan, including portion of funds to be raised by subsidiary companies for the purpose of providing fund to PTT, in the total amount of equivalent Baht 200,000 million for a period over 5 years (2026-2030), which the appropriate methodology would be considered depending on market situation. This fund will be used for investment, working capital and/or refinancing existing debt. Agenda Item : 6 Agenda Detail : To approve the 2026 directors' remuneration Type : To Consider and approve Board's Resolution : We recommend the shareholders to approve the 2026 directors' and the specific committee members' remuneration including directors' bonus package to be the same rate as the 2025 package. The package have been proposed by the Remuneration Committee and endorsed by the Board of Directors. Agenda Item : 7 Agenda Detail : To elect directors to replace those who are retired by rotation Type : To consider and approve the appointment of directors Board's Resolution (Update) : (Updated details of the nominated persons for election as directors to replace those retiring by rotation) In 2026, there are 5 directors who are due to retire by rotation, i.e., (1) Mr.Krishna Boonyachai, (2) Pol. Capt.Piya Raksakul, (3) Mr.Kulit Sombatsiri, (4) Mr.Teeralak Sangsnit and (5) Dr.Veerapat Kiatfuengfoo. We recommend the shareholders to approve the re-appointment of 4 retiring directors to be PTT's directors for another term (directors listed in items (2), (3), (4) and (5)) and nominate 1 qualified candidate to be appointed as director (director listed in items (1)) in accordance with the composition of directors of PTT, namely; (1) Mr.Danucha Pichayanan (in replacement of Mr.Krishna Boonyachai); (2) Pol. Capt.Piya Raksakul (re-election); (3) Mr.Kulit Sombatsiri (re-election); (4) Mr.Teeralak Sangsnit (re-election); (5) Dr.Veerapat Kiatfuengfoo (re-election) The Nominating Committee has duly considered that they possess qualifications, wisdoms, talents and experiences that valuable for PTT. The candidates in (1)-(3) will also be the independent directors since their qualifications meet the requirements under the Stock Exchange of Thailand's and PTT's definition of "Independent Director". The directors who have conflict of interest did not cast their vote in this agenda item. Agenda Item : 8 Agenda Detail : Other matters. (If any) Type : To Consider and approve ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 19-Feb-2026 Type of dividend payment : Cash dividend payment Record date for the right to receive : 06-Mar-2026 dividends Ex-dividend date : 05-Mar-2026 Payment for : Common shareholders Cash dividend payment (baht per share) : 1.20 Derived from profit under non-BOI : 1.17 privilege (baht per share) Derived from profit under BOI privilege : 0.03 (baht per share) Special dividend (baht per share) : 0.20 Derived from profit under non-BOI : 0.20 privilege (baht per share) Derived from profit under BOI : 0.00 privilege (baht per share) Par value (baht) : 1.00 Payment date : 28-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. KITTIPHUN KIATSOMPHOB CPA License No. : 8050 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2026 No : 2 Auditor Name : Ms. KESSIRIN PINPUVADOL CPA License No. : 7325 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2026 No : 3 Auditor Name : Mr. VORAPOJ ANNAUYPANIT CPA License No. : 4640 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2026 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. TEERALAK SANGSNIT Position in company (1) : DIRECTOR Effective Date (1) : 19-Jun-2025 Position in company (2) : Member of the Remuneration Committee / Member of the Nominating Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. VEERAPAT KIATFUENGFOO Position in company (1) : DIRECTOR Effective Date (1) : 17-Oct-2024 Position in company (2) : Member of the Enterprise Risk Management Committee ______________________________________________________________________ Change of director/Executive Expired by rotation Director Name : Mr. KRISHNA BOONYACHAI Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 03-Jul-2020 Expire Date (1) : 10-Apr-2026 Position in company (2) : CHAIRMAN OF THE AUDIT COMMITTEE Effective Date (2) : 12-Apr-2023 Expire Date (2) : 10-Apr-2026 Terminate Reason : Non-renewal of term (term expired) ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. KULIT SOMBATSIRI Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 14-Nov-2025 Position in company (2) : Member of the Corporate Governance and Sustainability Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Police Captain PIYA RAKSAKUL Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 16-Oct-2025 Position in company (2) : Member of the Nominating Committee ______________________________________________________________________ Change of director/Executive New election Director Name : Mr. DANUCHA PICHAYANAN Be appoint to replace (if any) : Mr.KRISHNA BOONYACHAI Position in company (1) : Director Effective Date (1) : 10-Apr-2026 Position in company (2) : Independent Director Effective Date (2) : 10-Apr-2026 More detail : Pending approval by the shareholders' meeting. ______________________________________________________________________ More detail : Authorize the Chairman to consider altering the method of the 2026 AGM and authorize the Chief Executive Officer and President, or a person authorized by the Chief Executive Officer and President, whose position is Executive Vice President or above, to manage and finalize the details of the 2026 AGM arrangements in case of necessity, such as a new meeting date and time, venue, record date, and any other relevant and necessary actions as stipulated by law. According to PTT's Board of Directors Meeting resolution No. 7/2025 on July 17, 2025, the Board had announced criteria and procedures for minority shareholders to submit additional agenda items and nominate directorial candidates for the 2026 AGM, in compliance with the Good Corporate Governance: the Shareholders' Rights principle. Neither additional agenda item nor candidate was proposed for this year. PTT will disclose the details of the 2026 AGM and its agenda items online at http://www.pttplc.com prior to the meeting date. For inquiries, please do not hesitate to contact us at corporatesecretary@pttplc.com. Alternatively, please contact the Company Secretary Department at +66(0)2537-3855 or fax at +66(0)2537-3887 or Investor Relations Department at +66(0)2537-3518 - 9 or fax at +66(0)2537-3948. ______________________________________________________________________ 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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