Ap (thailand) Public Co. Ltd.SET: AP

Invitation to the 2026 Annual General Meeting of Shareholders (AGM)

· Issued by AP (Thailand) Public Co. Ltd.
Privacy Notice for AP (Thailand) Public Company Limited for the Annual General Meeting of Shareholders 2026 (AGM)

AP (Thailand) Public Company Limited ("the Company") is strictly aware of the personal data protection in accordance with the Personal Data Protection Act B.E. 2562 (2019), and therefore would like to inform you of the following information:

  1. Collection of personal data

    The Company only stores, collects, and uses your personal data as necessary and only in accordance with explicitly specified purposes such as recording and broadcasting of E-AGM in order to conduct the meeting lawfully and efficiently. Details are as follows:

    Contact data

    Name-surname, address, email, and telephone number.

    Technical data

    Internet protocol (IP) address, browser type and version, time

    zone setting and location, operating system and platform and other technology on the devices you use to access this website.

    Usage data

    Information about your use of our service through and from our

    website, websites that you view, elements you viewed or words you searched for in platforms, date and time of visit, and interaction information such as clicks on item in a website, recording, and broadcasting of the attended meeting.

    Communication data

    Email, notes of conversation, communication notes.

    Contract-related data

    National identification number, address, date of birth, and sex.

  2. Sources of personal data

    The Company receives your personal data directly from you and will use the personal data only as necessary and only in accordance with explicitly specified purposes in the direct collection of your personal data. Nevertheless, the Company may collect your personal data from a third party, i.e., Securities Registrar, Thailand Securities Depository Co., Ltd. (TSD); the Company receives your personal data from cookies when you visit the Company's website. For the purpose that your personal data will not be used other than the purposes for which the Company instructs or require such third party to do. The Company requires such third parties to protect the confidentiality of your personal data and to have measures to protect your personal data as required by the Thai personal data protection law.

  3. Purposes of collection, use, and disclosure of personal data

    The Company collects, uses, and discloses your personal data only for explicitly specified purposes and as necessary, i.e., for Annual General Meeting of Shareholders, considering qualifications of the proposed candidate for director position, but only to the extent necessary and in accordance with measures required by laws.

  4. Retention policy and retention period of personal data

    The Company will retain your personal data only for the period necessary in accordance with applicable accounting standards, laws, and other relevant regulations. In determining the appropriate retention period, the Company may consider the nature of use, the purposes for which the services are provided, the sensitivity of the personal data, and the potential risks arising from any unauthorised use of such personal data. The Company shall implement appropriate security measures to safeguard its information systems and the use of your personal data in order to ensure the highest level of security.

  5. Right of data subject

    As the owner of personal data ("Data Subject"), you have rights as stipulated in the Personal Data Protection Act B.E. 2562, which includes the right to withdraw your consent, the right to access and obtain a copy of your personal data, the right to correct, delete your personal data, the right to request suspension of the processing of your personal data, the right to send or transfer your personal data, and the right to dissent to the processing of your personal data. You could contact dpo@apthai.com in order to proceed with the request to exercise the above rights.

  6. Disclosure of personal data to a third party

    The Company may also be required to disclose your personal data to other persons or juristic persons or regulatory authorities cooperating with the Company in compliance with the purposes specified in this Privacy Notice, such as subsidiaries, online platforms, marketing or professional consultant or firms, supervisory authorities or legitimate order of authorized officers; the Securities and Exchange Commission, Thailand (SEC), the Stock Exchange of Thailand (SET), The Office of the Personal Data Protection Committee (PDPC). We require that the third parties protect confidentiality and protect your personal data in accordance with requirements under the Thai personal data protection law.

  7. Contact information

Should you have any enquiries or require further clarification regarding personal data, please contact the Company via the following channels:

Data Protection Officer (DPO)

AP (Thailand) Public Company Limited

170/57 Ocean Tower 1 Building, 18thFloor, Ratchadaphisek Tat Mai Road, Khlong Toei Sub-district, Khlong Toei District, Bangkok 10110,

Tel: 02-018-9999, E-mail: dpo@apthai.com

April 1, 2026

Re: Notice of the 2026 Annual General Meeting of Shareholders ("AGM")

To: Shareholders of AP (Thailand) PCL. Attachments:

  1. Manual for the 2026 Annual General Meeting of Shareholders

  2. Articles of Association Regarding the Shareholders' Meeting

  3. Proxy Forms B and C

  4. A Copy of the 2025 AGM Minutes

  5. Form 56-1 One Report 2025 (QR code as shown in the notification of meeting or URL https://www.set.or.th/set/tsd/meetingdocument.do?symbol=AP&date= 260423)

  6. Profiles of the Nominated Directors

  7. Summary of Meeting Attendance and Directors' Remuneration

  8. Profiles of Independent Directors Nominated as Alternative Proxies

NOTICE IS HEREBY GIVEN THAT the 2026 Annual General Meeting of Shareholders will be held on Thursday, April 23, 2026, at 14:30 hrs. The Company will conduct the meeting electronically through the Inventech Connect system, pursuant to the Emergency Decree on Electronic Meetings, B.E. 2563, the Notification of the Ministry of Digital Economy and Society re: Standards for Maintaining Security of Meetings via Electronic Means, B.E. 2563, and other related criteria. As onsite registration will not be available, shareholders are kindly requested to attend the meeting via electronic platforms. The system is compatible with all devices, including smartphones, laptops, tablets, and desktop PCs.

Shareholders who wish to attend the meeting in person or by proxy via electronic platforms may submit a request to attend through the Inventech Connect system (https://fort.inventech.co.th/AP984772R/#/homepage) or via the QR code on page 14 (Attachment No. 1). The pre-registration system (AGM e-Request) will be available from April 9, 2026 at 08:30 hrs. until the adjournment of the Meeting on April 23, 2026.

For registration troubleshooting, please follow the instructions provided or contact the system administrator at 02-460-9220, available from April 9 to April 23, 2026, between 08:30 and 17:30 hrs., excluding weekends and public holidays.

The following agenda items will be considered:

Agenda 1 To consider and adopt the minutes of the 2025 Annual General Meeting of Shareholders held on April 24, 2025.

Objective and Reason

The Company held the 2025 Annual General Meeting of Shareholders on April 24, 2025. The minutes of the meeting were submitted to the Stock Exchange of Thailand and the Ministry of

Commerce within the legally required timeframe and are also available on the Company's website (https://

investor.apthai.com/en/downloads/minutes), as detailed in Attachment No. 4.

The Board of Directors' opinion

The minutes of the AGM 2025 are accurate and complete; therefore, the shareholders should approve and adopt the aforesaid minutes.

Required Votes for Resolution

This agenda item requires approval by a majority of the votes cast by the shareholders present at the meeting.

Agenda 2 To acknowledge the Company's operating results for the year 2025.

Objective and Reason

The Form 56-1 One Report 2025, which comprises the Company's operating results for the financial year 2025 and other important information, has been distributed to shareholders together with the notice convening this meeting, as detailed in Attachment No. 5

The Board of Directors' opinion

Shareholders should acknowledge the Company's operating results for the previous year.

Agenda 3 To approve the audited financial statements of the Company for the year ended December 31, 2025.

Objective and Reason

The Company's audited financial statements for the year ended December 31, 2025, as presented in the Form 56-1 One Report 2025, have been distributed to shareholders together with the notice convening this meeting, as detailed in Attachment No. 5.

The Board of Directors' opinion

The shareholders should acknowledge and approve the Company's audited financial statements for the year ended December 31, 2025.

Required Votes for Resolution

This agenda item requires approval by a majority of the votes cast by the shareholders present at the meeting.

Agenda 4 To approve the annual dividend payment for the year 2025 and acknowledge the allocation of net profit to the legal reserve.

Objective and Reason

In 2025, the Company had a net profit of Baht 2,032 million and earnings per share of Baht 0.65 in its separate financial statements. The Company had a net profit of Baht 4,316 million and earnings per share of Baht 1.37 in its consolidated financial statements.

Pursuant to Section 116 of the Public Limited Companies Act, B.E. 2535, a company is required to allocate not less than five percent of its annual net profit, after deduction of accumulated losses (if any), as a legal reserve until such reserve reaches the amount prescribed by law.

At present, the Company's legal reserve has reached the amount prescribed by law and the Company's Articles of Association. Accordingly, there is no requirement for the Company to allocate additional net profit to the legal reserve.

The Company has a dividend payout policy of no more than 50 percent of net profit, as shown in the consolidated financial statements, in any financial year. In determining the dividend payment, the Company considers various factors, including operating results, financial position, liquidity, business expansion plans, and other relevant operational factors. Any dividend payment must be approved by both the Board of Directors and the shareholders.

The comparison of dividend payments for 2025 and 2024 is as follows:

Operating year

2025

2024

Earnings per share* (Baht)

1.37

1.60

Annual dividend per share (Baht)

0.52

0.60

Dividend payout ratio* (%)

38.0

37.5

*Based on consolidated financial statements

Shareholders who are subject to personal income tax shall be entitled to a tax credit on the dividend received in accordance with Section 47 bis of the Revenue Code of Thailand. The dividend of Baht 0.52 per share, paid from net profit subject to 20 percent corporate income tax, is eligible for a tax credit at the rate of 20/80.

  • The last trading day for the right to receive the dividend (T2) is May 5, 2026

  • The record date for determining shareholders entitled to receive the dividend is May 7, 2026.

  • The dividend payment date is May 21, 2026.

Board of Directors' opinion

The Board of Directors has resolved to propose that the shareholders approve a dividend payment for the 2025 operating results at the rate of Baht 0.52 per share. The dividend will be paid from net profits subject to 20% corporate income tax, representing 38.0% of the net profit as shown in the consolidated financial statements, in accordance with the Company's dividend policy. The Record Date for determining the shareholders entitled to receive the dividend shall be May 7, 2026, and the dividend payment date shall be May 21, 2026.

Required Votes for Resolution

This agenda item requires approval by a majority of the votes cast by the shareholders present at the meeting.

Agenda 5 To approve the appointment of the auditors for the year 2026 and the audit fee.

Objective and Reason

Pursuant to Section 120 of the Public Limited Companies Act B.E. 2535, the Annual General Meeting of Shareholders is required to appoint the auditors and determine the audit fee of the Company annually. The existing auditors may be reappointed.

The Audit Committee's opinion

The Audit Committee reviewed the performance of EY Office Limited ("EY") and its auditors, who were appointed as the Company's auditors at the previous Annual General Meeting of Shareholders. The Audit Committee concluded that the auditors performed their duties independently, professionally, and efficiently. In addition, they are qualified as approved auditors by the Securities and Exchange Commission.

As the Company and its subsidiaries engage the same audit firm, EY Office Limited serves as the auditor for both the Company and its subsidiaries, thereby ensuring a comprehensive understanding of the Company's business and facilitating efficient audit coordination.

The Audit Committee therefore proposed that the Board of Directors consider and approve the appointment of the following auditors from EY Office Limited:

  • Miss Kamontip Lertwitworatep C.P.A. Registration No. 4377

    (authorized signatory of the Company's financial statements for six years, from 2020 to

    2025); and/or

  • Mr. Chawalit Chaluayampornbut C.P.A. Registration No. 8881

    (has never been an authorized signatory of the Company's financial statements); and/or

  • Ms. Siriwan Nitdamrong C.P.A. Registration No. 5906

(has never been an authorized signatory of the Company's financial statements).

The proposed auditors have no relationship or conflict of interest with the Company, its subsidiaries, management, or major shareholders.

The proposed audit fee for the year 2026 is Baht 1,900,000 as detailed in the table below.

Auditor's Remuneration for the Company

Year 2026

(Baht)

Year 2025

(Baht)

1. Audit Fee

1,900,000

1,750,000

2. Non-Audit Fee

None

None

Total Auditor's remuneration

1,900,000

1,750,000

The Board of Directors' opinion

The Board of Directors concurs with the Audit Committee's recommendation and proposes that the shareholders' meeting consider and approve the appointment of the following auditors from EY Office Limited to serve as the Company's auditors for the year 2026, with an audit fee of Baht 1,900,000:

  • Miss Kamontip

Lertwitworatep

C.P.A. Registration No. 4377; and/or

  • Mr. Chawalit

Chaluayampornbut

C.P.A. Registration No. 8881; and/or

  • Ms. Siriwan

Nitdamrong

C.P.A. Registration No. 5906.

In the event that any of the appointed auditors are unable to perform their duties, EY Office Limited is authorized to assign another qualified auditor from its firm to conduct the audit and express an opinion on the Company's financial statements as a replacement.

Required Votes for Resolution

This agenda item requires approval by a majority of the votes cast by the shareholders present at the meeting.

Agenda 6 To approve the appointment of directors to replace those retiring by rotation.

Objective and Reason

Pursuant to Article 17 of the Company's Articles of Association stipulates that at each Annual General Meeting of Shareholders, at least one-third (1/3) of the Directors shall retire from office. If the number of Directors cannot be divided into three equal parts, the number of Directors closest to one-third (1/3) shall retire.

In the first and second years following the registration of the Company, the Directors who shall retire shall be determined by drawing lots. In subsequent years, the Directors who have held office for the longest period shall retire. Directors retiring from office may be eligible for re-election.

Criteria and Selection

Based on the recommendation of the Nomination and Remuneration Committee, the selection of Directors is based on their educational background, expertise, and experience relevant to the Company's business. The criteria are as follows:

  1. Compliance with applicable laws and regulations, including those of the Stock Exchange of Thailand and the Securities and Exchange Commission, as well as the Company's Articles of Association regarding director qualifications.

  2. Possession of qualifications as prescribed in the Company's Code of Conduct for Directors.

  3. Appropriate educational background and professional experience relevant and beneficial to the Company's business operations.

  4. Completion of training programs relevant to the roles and responsibilities of Directors, the Company's business, corporate governance, and high-level policy formulation.

  5. Commitment to protecting shareholders' interests fairly and equitably.

  6. Dedication of sufficient time and capability to contribute to the Company's development.

Selection Procedure

The Nomination and Remuneration Committee considers and nominates qualified candidates who meet the Company's criteria to the Board of Directors for consideration and approval, and subsequently to the shareholders' meeting for appointment.

In accordance with the Company's Articles of Association, the Directors who will retire by rotation at this Annual General Meeting are as follows:

Name-Surname Position in the Board Type of Director

Mr. Nontachit Tulayanont Director Independent Director

Mr. Wason Naruenatpaisan Director Authorized signatory director

Mr. Siripong Sombutsiri Director Authorized signatory director

Mr. Yokporn Tantisawetrat Chairman of the Risk

Management Committee Mr. Kosol Suriyaporn Chairman of the Corporate

Governance and Sustainable Development Committee

Independent Director Independent Director

follows:

The Nomination and Remuneration Committee has duly considered the matter and resolved as

  1. As Mr. Nontachit Tulayanont and Mr. Kosol Suriyaporn have expressed their intention not to seek re-election as directors, the Committee deemed it appropriate to nominate: 1. Mrs. Jiraporn Linmaneechaote and 2. Mr. Anon Pinrat to be appointed as directors and independent director of the Company, respectively.

  2. The Committee deemed it appropriate to reappoint the three directors retiring by rotation, namely: 1. Mr. Wasan Narunatpaisal; 2. Mr. Siripong Sombatsiri; and 3. Mr. Yokporn Tantiseswetrat.

    The Committee therefore deemed it appropriate to appoint two new directors and to reappoint

    three directors retiring by rotation, totaling five directors to serve as directors of the Company for another term, namely:

    1. Mrs. Jiraporn Linmaneechaote

    2. Mr. Wasan Narunatpaisal

    3. Mr. Siripong Sombatsiri

    4. Mr. Yokporn Tantiseswetrat

    5. Mr. Anon Pinrat

All nominated Directors possess the knowledge, capabilities, and qualifications required under the Public Limited Companies Act B.E. 2535, the regulations of the Securities and Exchange Commission, and the Company's Articles of Association.

Along with this Notice, attached are profiles of the nominated directors. (See Attachment No.6)

The Board of Directors' opinion

The Board of Directors (excluding any director with a conflict of interest) has carefully considered the recommendation of the Nomination and Remuneration Committee, taking into account the appropriateness and the best interests of the Company. The Board is of the opinion that the five nominated directors have been duly considered in accordance with the Company's prescribed nomination process and possess qualifications in compliance with the relevant laws, regulations, and the Company's Articles of Association. The nominated Directors do not possess any prohibited characteristics as prescribed by law and are qualified persons with knowledge, competence, and experience beneficial to the Company's business operations.

The Board therefore deems it appropriate to propose to the shareholders' meeting the appointment of two new Directors and the reappointment of three Directors retiring by rotation, totaling five directors to serve as directors of the Company for another term, namely:

  1. Mrs. Jiraporn Linmaneechaote

  2. Mr. Wasan Narunatpaisal

  3. Mr. Siripong Sombatsiri

  4. Mr. Yokporn Tantiseswetrat

  5. Mr. Anon Pinrat

Among the five nominated Directors, two are independent Directors, namely: Mr. Yokporn Tantiseswetrat and Mr. Anon Pinrat. The Board has determined that the nominated independent directors possess qualifications in accordance with the relevant legal requirements relating to independent Directors, are capable of performing their duties and expressing independent opinions in compliance with the applicable criteria, and have a thorough understanding of the Company's business as well as experience beneficial to the Company's operations. Although Mr. Yokporn Tantiseswetrat has served as an independent director for nine years and, if approved at this Annual General Meeting, will have served for a total of twelve years, the Board has carefully considered his qualifications, independence, and experience, and is of the view that he continues to be able to perform his duties independently and effectively. The Board therefore deems it appropriate to propose his reappointment for another term.

In this regard, the Company invited shareholders to nominate qualified persons for election as directors during the period from 1-31 December 2025; however, no nominations were received.

Required Votes for Resolution

This agenda item requires approval by a majority of the votes cast by the shareholders present at the meeting.

Agenda 7 To approve the directors' remuneration.

Objective and Reason

Pursuant to Section 90 of the Public Limited Companies Act B.E. 2535, the payment of Directors' remuneration shall be in accordance with a resolution of the shareholders' meeting, approved by not less than two-thirds of the total number of votes of the shareholders present at the meeting.

Procedure and Principles for Remuneration Proposal

The Company proposes appropriate remuneration by taking into consideration industry standards within the same business sector. The remuneration structure consists of monthly remuneration, meeting allowances, and bonuses. Such remuneration is reviewed annually based on the Company's net profit (and will be proposed under the next agenda item). No other benefits are provided to the directors. The Nomination and Remuneration Committee shall propose the directors' remuneration to the Board of Directors for consideration and subsequently to the shareholders' meeting for approval.

The Company's Policy for Determining Directors' Remuneration is as follows:

  1. Meeting allowances and monthly renumeration shall be determined based on the director's position on the Board,

    the Company's operating results, and a comparison with companies in the same industry.

  2. Bonuses shall be determined based on the Company's profit and the amount of dividends paid to shareholders.

  3. If a director holds more than one position on the Board of Directors or any subcommittee, such director shall receive remuneration only for the highest-ranking position.

  4. Remuneration for executive directors shall be in the form of salary and bonus, whereby the bonus shall be aligned with the bonus paid to the directors.

The Company has disclosed the remuneration of the Board of Directors, detailing each individual and type of remuneration, to the public in Form 56-1 One Report 2025, in alignment with transparency and good corporate governance.

The Board of Directors' opinion

The Board of Directors proposes the remuneration for the Company's Board of Directors and its subcommittees, namely the Audit Committee, Corporate Governance and Sustainable Development Committee, Nomination and Remuneration Committee, and Risk Management Committee, as follows:

Type of director

Monthly remuneration

(Baht/month)

Meeting allowance

(Baht/attendance)

Other benefits

2026

2025

2026

2025

Chairman of the Board

100,000

100,000

25,000

25,000

None

Chairman of the Audit Committee

90,000

90,000

25,000

25,000

Chairman of the Corporate

Governance and Sustainable Development Committee

90,000

90,000

25,000

25,000

Chairman of the Nomination

and Remuneration Committee

90,000

90,000

25,000

25,000

Chairman of the

Risk Management Committee

90,000

90,000

25,000

25,000

Directors

80,000

80,000

20,000

20,000

Directors who are also executives of the Company shall not be entitled to monthly remuneration or meeting allowances. They shall be entitled only to the directors' bonus.

Required Votes for Resolution

This agenda item requires approval by not less than two-thirds of the total number of votes of the shareholders present at the meeting.

Agenda 8 To approve the directors' bonus.

Objective and Reason

Same as Agenda 7 (To approve the directors' remuneration).

The Board of Directors' opinion

Based on the recommendation of the Nomination and Remuneration Committee and in compliance with the principles stated in Agenda 7, the Company proposes a directors' bonus of not more than Baht 8.2 million for the year 2025 (compared to Baht 9.5 million for the year 2024).

Required Votes for Resolution

This agenda item requires approval by not less than two-thirds of the total number of votes of the shareholders present at the meeting.

Agenda 9 Other Business (if any)

Pursuant to the Company's Articles of Association, a quorum of a shareholders' meeting shall consist of not less than twenty-five (25) shareholders and proxies (if any), or not less than one-half of the total number of shareholders, holding in aggregate not less than one-third of the total issued shares of the Company (Attachment No. 2).

For shareholders who wish to attend the meeting via electronic platforms (E-AGM), or to appoint a proxy to attend on their behalf, please register in advance through the following link: https://fort.inventech.co.th/AP984772R/#/homepage or by scanning the QR Code for the AGM e-Request on page 14 (Attachment No. 1). Registration via the AGM e-Request system is available from 9-23 April 2026. Your registration documents will be verified for shareholder identification purposes. Once your registration has been approved, you will receive an email containing the meeting URL, together with your username and password, for logging in to the system on the meeting date from 12:30 hrs. onwards. Please refer to Section 4.5 of the Inventech Connect User Manual on page 19 for additional details.

For shareholders who do not wish to attend the Meeting via electronic platforms and who intend to appoint an Independent Director as their proxy, the Company proposes that Mr. Somyod Suteerapornchai and Mr. Yokporn Tantisawetrat, Independent Directors of the Company, be appointed to attend and vote at the Meeting on your behalf in accordance with the Proxy Form (Attachment No. 3). Mr. Yokporn Tantisawetrat is deemed to have a special interest in Agenda 6 (To approve the appointment of directors to replace those retiring by rotation), as he is nominated for re-election at this meeting. Apart from the aforementioned agenda item, both Independent Directors are deemed to have no special interest differing from that of the other directors. (Profiles of the Independent Directors are set out in Attachment No. 8.)

Shareholders may submit the proxy appointment documents through the following two

channels:

  1. Online Submission: Submit the proxy request form through the Inventech Connect system. Shareholders are requested to study the manual for submitting a request to appoint an independent director as proxy (attached proxy documents) by scanning the QR Code on page 14, Item 2.

  2. Submission by Post: Prepare the completed and duly signed proxy form together with all required supporting documents and send them to the Investor Relations Department of the Company. The documents must be received by the Company no later than Wednesday, 22 April 2026, at 17:00 hrs. For further details, please refer to the Manual for the 2026 Annual General Meeting of Shareholders (Attachment No. 1).

    Details of the independent directors proposed as proxy holders:

    1. Mr. Somyod Suteerapornchai age 60 years,

      No. 27/16, Soi Sukhumvit 61, Khlong Tan Nuea Subdistrict, Watthana District, Bangkok 10110.

    2. Mr. Yokporn Tantisawetrat age 70 years,

No. 94, Soi Phatthanakan 40, Suan Luang Subdistrict, Suan Luang District, Bangkok 10250.

Shareholders are requested to fill in the names of both independent directors in the authorization section, in the event that one of the nominated independent directors is unable to attend the AGM.

The Company has published the AGM 2026 notice, along with all accompanying attachments, including Proxy Forms B and C, on the Company's website: https://investor.apthai.com/en/downloads/shareholders-meetings?year= 2025.

Please be informed accordingly.

Yours faithfully,

AP (Thailand) Public Company Limited



(Mr. Anuphong Assavabhokhin) Chief Executive Officer

For more information, please contact Corporate Legal and Compliance Tel: 02 261 2518-22 ext. 143, 323

Email: Pramart_k@apthai.com

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