Ref. No. IVL002/04/2026
29 April 2026
To: The Shareholders
Indorama Ventures Public Company Limited
Subject: Minutes of the Annual General Meeting of Shareholders No. 1/2026
With reference to the Annual General Meeting of Shareholders No. 1/2026 held through an electronic meeting platform (E-AGM) on Friday, 24 April 2026, Indorama Ventures Public Company Limited (the "Company") encloses herewith the Minutes of said Shareholders' Meeting.
If Shareholders have any questions or comments and/or wish to submit any proposed amendments on the said Minutes, please submit your proposal and/or feedback to the Company within 15 June 2026 by sending to: Company Secretary Department, c/o Indorama Ventures Public Company Limited, No. 75/80-81 Ocean Tower 2, 32nd Floor, Soi Sukhumvit 19 (Wattana), Klongtoey Neur, Wattana, Bangkok 10110, Thailand; or by email to IVL.ComSec@indorama.net; or by Telephone No. 02-661-6661 ext. 688 or 339; or by fax to 02-665-7090. Thereafter, the Company will incorporate such feedback (if any) in the Minutes. If there is no feedback received within the above-mentioned date, it shall be deemed that such Minutes has been considered and agreed to by the Shareholders.
Please be informed accordingly.
Sincerely yours,
(Mr. Souvik Roy Chowdhury) Company Secretary
Indorama Ventures Public Company Limited75/102 Ocean Tower 2, 37th Floor, Soi Sukhumvit 19 (Wattana), Asoke Road, Klongtoey Nua, Wattana, Bangkok 10110, Thailand
+66 2 661 6661 (Tel), +66 2 661 6640 (Fax)
https://www.indoramaventures.com
(English Translation)
Indorama Ventures Public Company Limited Minutes of the Annual General Meeting of Shareholders No. 1/2026The Annual General Meeting of Shareholders No. 1/2026 of Indorama Ventures Public Company Limited was held through an electronic meeting platform (e-AGM) on Friday 24 April 2026. The e-AGM was organised in accordance with current rules, procedures and conditions as stipulated by the laws concerning electronic meeting.
The Company has recorded a video of the Meeting and will upload on the Company's website. The Company has followed the Guidelines on Security and Privacy in respect of Personal Data, which has been circulated to you as part of the Notice of the Meeting.
The Meeting convened at 02.00 p.m.
Mr. Sri Prakash Lohia, Chairman of the Board of Directors, was the Chairman of the Meeting according to the Articles of Association of the Company.
The Chairman welcomed the shareholders attending the Annual General Meeting of Shareholders No. 1/2026 and then, introduced the directors, auditors and legal counsel of the Company present physically at the broadcasting room and/or who joined via electronic means, as below:
Directors attending the Meeting: (12 out of 12 directors attended the Meeting representing 100%)
Mr. Sri Prakash Lohia Chairman of the Board
Mr. Aloke Lohia Vice Chairman of the Board, Chairman of the Sustainability and
Risk Management Committee, and Group Chief Executive Officer
Mrs. Suchitra Lohia Executive Director and Deputy Group CEO
Mr. Amit Lohia Non-executive Director
Mr. Yashovardhan Lohia Executive Director, Member of the Sustainability and Risk
Management Committee, Executive President of Petchem and Chairman of the ESG Council
Mr. Dilip Kumar Agarwal Non-executive Director
Mr. Sanjay Ahuja Executive Director, Member of the Sustainability and Risk
Management Committee, and Chief Operations Officer
Mr. Rathian Srimongkol Lead Independent Director, Vice Chairman of the Board,
Chairman of the Audit Committee, and Member of the Sustainability and Risk Management Committee
Mr. Tevin Vongvanich Independent Director, Chairman of the Nomination,
Compensation and Corporate Governance Committee, Member of the Audit Committee, and Member of the Sustainability and Risk Management Committee
Mrs. Kaisri Nuengsigkapian Independent Director, Member of the Audit Committee, and
Member of the Nomination, Compensation and Corporate Governance Committee
Dr. Harald Link Independent Director and Member of the Nomination,
Compensation and Corporate Governance Committee
Ms. Niramarn Laisathit Independent Director
Other Managements attending the Meeting:
Mr. Ashok Jain Chief Financial Officer
Mr. Souvik Roy Chowdhury Company Secretary
Auditor attending the Meeting:
Mr. Sumate Jangsamsee Auditor from KPMG Phoomchai Audit Limited
Legal Counsel attending the Meeting:
Ms. Papawarin Poolsombat Legal Counsel from The Capital Law Office Limited
Ms. Papawarin Poolsombat, a legal counsel from The Capital Law Office Limited, monitored the meeting to ensure that the Meeting was conducted in accordance with the laws and the articles of association of the Company.
The Chairman further mentioned that the management team from various businesses was present at the Meeting.
The Chairman then assigned Mr. Rathian Srimongkol, Lead Independent Director, Vice Chairman of the Board, Chairman of the Audit Committee, and Member of the Sustainability and Risk Management Committee to conduct the Meeting in Thai.
After that, Mr. Rathian Srimongkol informed the Meeting that there were 18 shareholders present in person and 831 shareholders present by proxy at the start of the Meeting. Therefore, there were a total of 849 shareholders present, holding an aggregate of 4,725,167,763 shares, representing 84.1593 percent of total shares sold. A quorum was thus constituted according to the Company's Articles of Association. Mr. Rathian Srimongkol, therefore, declared the Annual General Meeting of Shareholders No. 1/2026 of the Company opened.
Before starting with the agenda items, Mr. Rathian Srimongkol explained the proceeding of the meeting, including the voting method and submission of questions or opinions. The Annual General Meeting of Shareholders No. 1/2026 was held through an electronic meeting platform using the service of Quidlab Company Limited, who is an ETDA certified service provider for arranging electronic meeting platforms. The shareholders, who registered for attending this meeting, received the username and password and also manual for using the e-Meeting System. The shareholders, logged in, were able to view the live broadcast of the Meeting, vote on each agenda as applicable from their device and view the result of voting of each agenda.
In case, any shareholder or proxy had any questions to and/or suggestions to make, they were able to ask questions and/or address their suggestions by typing in and/or by voice through the e-Meeting System, which shall be passed to the concerned person to address or answer them. For any questions/suggestions that were not addressed during the meeting, the Company would post the answers on the Company's website.
Then, Mr. Rathian Srimongkol explained the voting and vote counting procedures to be followed at this Meeting as below:
For the voting and vote counting procedures at the Meeting, shareholders had the right to vote according to the number of shares held, wherein one share is equal to one vote. For each agenda item, each shareholder was eligible to cast his/her vote, to approve, disapprove or abstain from voting. No split voting is allowed. Exceptions are made for proxy holders of foreign investors who appointed custodians in Thailand to keep their clients' securities. For casting the vote during the Meeting, shareholders may cast his or her vote for each agenda using the menu "Vote" in the system. For the shareholders who do not vote in any agenda, the system would automatically count his/her vote as "approve", and the votes would be counted according to the number of shares they hold. Therefore, shareholders who approve the agenda are not required to cast vote in the system. Once the agenda is closed, shareholder is not able to vote for such agenda again.
To count the votes approving an agenda, the Company would deduct the votes cast as disapproved and abstained from the total votes of shareholders attending the Meeting.
However, for Agenda No. 4: the approval for the election of directors in replacement of those who retire by rotation, the shareholders are required to separately vote for each director. The votes required for approval for each agenda item are indicated in the Notice of the e-AGM.
Shareholders, who had entrusted their proxies to Independent Directors to attend the Meeting and cast their votes on their behalf, would have their votes cast according to their wishes. The result of voting for each agenda item will be announced and shown on the screen during the course of the Meeting.
Mr. Rathian Srimongkol further informed the Meeting that in compliance with good corporate governance, the Company had given the opportunity to shareholders to propose agenda items for Annual General Meeting of Shareholders No. 1/2026 and also to propose any candidate for directorship through the Company's website from 5 September 2025 to 31 December 2025 and also informed through the Stock Exchange of Thailand. No Shareholders proposed any agenda items or nominated any candidate for directorship.
For the Minutes of the Annual General Meeting of Shareholder No.1/2025 held on 24 April 2025, the Company had uploaded the said Minutes on the Company's website and also informed through the Stock Exchange of Thailand since 30 April 2025 requesting the Shareholders to provide comments and/or any proposed amendments on the said Minutes to the Company within 15 June 2025. No Shareholder provided any comment and/or feedback to the Company. Therefore, it is deemed that such Minutes had been considered and agreed to by the Shareholders.
Thereafter, Mr. Aloke Lohia, Vice Chairman of the Board, Chairman of the Sustainability and Risk Management Committee, and Group Chief Executive Officer, made a presentation to the Shareholders on the topic "New Era of Collective Leadership and Radical Clarity."
Mr. Aloke Lohia presented the Company's performance for 2025 and the strategic outlook for 2026-2028. It was noted that 2025 was adversely affected by industry-wide oversupply and margin compression. Nevertheless, management has undertaken a strategic transformation under the "IVL 2.0" framework, focusing on asset optimization, cost discipline, cash flow improvement, and debt reduction.
Mr. Aloke Lohia further explained to the meeting of the impact of recent geopolitical developments, in particular disruptions relating to the Strait of Hormuz, which have affected global energy and petrochemical markets. Such disruptions have constrained feedstock supply, particularly naphtha in Asia, resulting in increased raw material costs and supply chain tightness, thereby adversely impacting producers reliant on Middle East feedstock. In this regard, It was noted that the Company's "local for local" business model, together with its deep integration across the value chain, including its position as the only "Shale to PET" producer globally, constitutes a key competitive advantage underpinning the Company's fundamentals and demonstrates the benefits derived by its four business segments from common feedstock integration.
Mr. Aloke Lohia further noted that the Company's diversified portfolio across its four business segments-PET, Indovida (Packaging), Indovinya (HVA), and Fibers-supported by upstream and downstream integration, enhances its resilience against market volatility. In this regard, the Company's strategic initiatives and operational improvements have been undertaken under the management's leadership, with the support and oversight of the Board of Directors. In addition, the implementation of Sales and Operations Execution (S&OE) has improved the Company's ability to manage production and inventory more effectively, thereby reducing exposure to price fluctuations and improving working capital efficiency.
Mr. Aloke Lohia further informed the meeting that the Company aims to improve its financial performance by increasing EBITDA by 2028 and reducing leverage to sustainable levels through operational improvements and disciplined capital allocation.
Thereafter, Mr. Rathian Srimongkol proceeded to conduct the Meeting in accordance with the following agenda.
Agenda 1 To acknowledge the report on the Company's operational results for the year 2025Mr. Rathian Srimongkol summarized the performance results of 2025 to the Meeting as follows: Key Highlights of the Consolidated Statement of Income
Annual production of 2025 decreased by 9% from 14.0 million tons in 2024 to 12.8 million tons in 2025. This was mainly from market volatility due to volume disruptions from weak demand, major planned turnarounds, and unplanned shutdowns.
Net sales decreased by 17% to Baht 447.2 billion in year 2025. This was mainly from the decline in volumes due to a weaker demand, major planned turnarounds, and unplanned shutdowns.
Earnings before interest, tax, depreciation and amortization or EBITDA decreased by 35% from Baht
49.7 billion in year 2024 to Baht 32.1 billion in year 2025.
CPET decreased primarily due to a weaker industry environment across products, major planned turnarounds in Intermediate Chemicals, and margin pressure across segments.
Indovida decreased primarily due to lower sales volumes following the strategic exit from bottle-blowing operations in the Philippines. Despite this, Indovida maintained a healthy EBITDA margin of 20%, reflecting resilient fundamentals and a stable value-driven profile.
Indovinya decreased primarily due to a softer margin environment, planned maintenance activities in North America, and constrained pricing and margins due to higher imports and tariffs in South America
Fibers decreased primarily due to weaker performance in Mobility and Hygiene due to softer demand, offset by strong margin improvement in Lifestyle.
Losses per share decreased by 60% to losses per share Baht 1.47 in year 2025. This is primarily due to lower losses, driven by the recognition of an impairment loss on assets in 2024.
Key Highlights of the Consolidated Financial Position
Total equity decreased by 7% to Baht 129.0 billion in year 2025 mainly due to a decrease in retained earnings resulting from lower profitability of the company.
Total assets decreased by 3% to Baht 523.5 billion in year 2025 mainly due to a reductions in trade accounts receivable and inventories, in line with lower demand and disciplined working capital management.
Total liabilities decreased by 2% to Baht 394.5 billion in year 2025 mainly due to the repayment of short-term borrowings and debentures.
Net debt to equity ratio increased from 1.76 times at end of year 2024 to 1.83 times at end of year 2025, remains at the same level, with bank overdrafts, short- and long-term loans from financial institutions used for working capital needs.
Thereafter, Mr. Rathian Srimongkol provided an update on its Anti-Corruption Policy and the progress made during the past year. In 2025, the Company conducted a comprehensive review of the Anti-Corruption Policy, together with all policies under the Corporate Governance Manual, in accordance with its three-year review cycle.
The Company remains committed to conducting its business with honesty, integrity, transparency, and accountability, in line with international standards. Since 2014, the Company has established and continuously implemented the Anti-Corruption Policy as a guiding framework for employees in their day-to-day operations. The Company has also maintained its membership in the Thailand Private Sector Collective Action Coalition Against Corruption (CAC), reflecting its robust governance framework, clear policies, and practical guidelines, as well as its commitment to fostering a strong anti-corruption culture. The Company is currently preparing for its next CAC recertification in 2027.
During the past year, the Company continued to implement comprehensive Anti-Corruption Policy training programs, including on-site training sessions at the Head Office and several manufacturing sites in Thailand, Vietnam, and China. The training programs incorporated case studies to support practical understanding and emphasized employee participation through discussions and interactive engagement. In addition, digital tools were utilized to enhance employees' awareness of corruption risks and reporting channels.
Mr. Piyapong Prasarttong, a shareholder, inquired about the impact of recent developments in the Middle East, in particular the closure of the Strait of Hormuz, on the Company's operations, especially its petrochemical business.
Mr. Aloke Lohia, the Group CEO responded that the Iran conflict has had limited direct impact on the Company due to minimal exposure to the Middle East. However, disruptions in the Strait of Hormuz have affected key feedstocks, including crude oil, naphtha, and LNG, leading to supply tightness and impacting production in Asia-Pacific. The Company maintains stable feedstock supply across its key Asian markets and remains well-positioned in Europe and North America. Its "local for local" model and shale gas-based integration in the Americas support full utilization and provide a cost advantage.
He noted that supply tightness may persist, and market conditions may take time to stabilize, with further clarity expected in the next quarterly results.
Mr. Somsiri Amornkul, a proxy from the Social Security Office, inquired regarding the decrease in trade receivables and inventories in 2025, and whether this was due to operational improvements or business closures. He further inquired about the impact of rising oil prices on the Company's working capital and D/E ratio.
Mr. Ashok Jain, the Chief Financial Officer, responded that net working capital decreased by approximately THB 13 billion, primarily driven by improved operational efficiency, including a reduction in cash conversion cycle days from 34 to 23 days. This was mainly due to lower inventory levels and improved supplier credit terms, reflecting the Company's focus on enhancing cash flow through working capital management.
Mr. Aloke Lohia further added that, in addition to efficiency improvements, the optimization of the Company's asset footprint in 2024-2025 contributed to the reduction in inventory levels, including the rationalization of underperforming sites. The Company continues to focus on improving working capital efficiency and reducing both working capital and fixed costs.
Mr. Somsiri Amornkul, a proxy from the Social Security Office, inquired as to why the Company's effective interest rate on borrowings is approximately 6%, which appears higher than expected relative to the Company's credit rating.
Mr. Ashok Jain, the Chief Financial Officer, responded that the Company's borrowings are denominated mainly in Thai Baht, U.S. dollars, and Euros, and the reported interest expense reflects a weighted average of benchmark rates and spreads across these currencies. The higher rate in 2025 was primarily due to elevated benchmark interest rates, which peaked at the end of 2024 and began declining during 2025.
He further noted that, as benchmark rates continue to decrease, the Company expects its effective interest rate to decline to approximately 4.5% in 2026, with the full impact reflected in the financial results for the year.
No further questions were raised by the shareholders or proxies.
The Meeting acknowledged the Company's operational results for the year 2025, as proposed.
Agenda 2 To consider and approve the Balance Sheet and Profit and Loss Accounts for the year ended 31 December 2025Mr. Rathian Srimongkol proposed the Meeting to consider and approve the Balance Sheet and Profit and Loss Accounts of the Company for the year ended 31 December 2025, which had been reviewed by the Audit Committee and audited by the certified public accountant. Details are provided in Form 56-1 One Report for Year 2025, which has been delivered to the Shareholders together with the Notice of the Meeting.
Since there was no question raised by the Shareholders or the proxies, Mr. Rathian Srimongkol requested the Shareholders and the proxies to cast their votes on this agenda.
The Meeting considered the matter and cast the votes. The voting results are as below:
There were 4,726,417,510 votes in approval, equivalent to 99.9883 percent.
There were 553,800 vote disapproving, equivalent to 0.0117 percent. There were 220,400 votes abstaining.
There were no voided votes.
Remark: During the discussion of this agenda, there were additional shareholders attending the Meeting, representing 2,023,947 shares. Thus, the total number of shares present in the Meeting was 4,727,191,710 shares.
Resolution Approved the Balance Sheet and Profit and Loss Accounts for the year ended 31 December 2025, as proposed Agenda 3 To consider and approve the dividend payment from the Company's 2025 operating results.Mr. Rathian Srimongkol informed the Meeting that the Board of Directors considered it appropriate for the Meeting of Shareholders to approve the final dividend payment from 2025 operating results to Shareholders at the rate of Baht 0.70 per share. The Company has already paid an interim dividend at the rate of: (i) Baht 0.175 per share on 12 June 2025; (ii) Baht 0.175 per share on 11 September 2025; and (iii) Baht 0.175 per share on 11 December 2025, respectively.
The remaining dividend at the rate of Baht 0.175 per share will be paid on 22 May 2026. The record date for specifying the list of Shareholders who have right to receive dividend shall be on 6 May 2026. The total dividend payout ratio is appropriate and in line with the Company's dividend payment policy.
Since dividend is being paid from the non-taxable income of the Company, withholding tax will be deducted from the dividend. The withholding-tax deducted on dividend is non-refundable. However, no tax will be deducted for payment to a listed company or a company holding more than 25% shares for a period of over six months.
Since there was no question raised by the Shareholders or the proxies, Mr. Rathian Srimongkol requested the Shareholders and the proxies to cast their votes on this agenda.
The Meeting considered the matter and cast the votes. The voting results are as below: There were 4,726,803,710 votes in approval, equivalent to 99.9918 percent. There were 388,000 vote disapproving, equivalent to 0.0082 percent. There were 0 votes abstaining.
There were no voided votes.
Resolution Approved the dividend payment from the Company's 2025 operating results, as proposed. Agenda 4 To consider and approve the election of directors in replacement of those who retire by rotation.Mr. Rathian Srimongkol informed to the Meeting that in compliance with the Section 71 of the Public Limited Company Act and the Article 14 of the Company's Articles of Association, one-third of the directors must retire from office at the Annual General Meeting of Shareholders. The directors who will retire by rotation at the Annual General Meeting are:
Mr. Yashovardhan Lohia Executive Director, Member of the Sustainability and Risk
Management Committee, Executive President of Petchem, and Chairman of ESG Council;
Mr. Dilip Kumar Agarwal Non-executive Director;
Mr. Rathian Srimongkol Lead Independent Director, Vice Chairman of the Board,
Chairman of the Audit Committee, and Member of the Sustainability and Risk Management Committee;
Mrs. Kaisri Nuengsigkapian Independent Director, Member of Audit Committee, and
Member of the Nomination, Compensation and Corporate Governance Committee;
The directors retiring by rotation, namely, Mr. Yashovardhan Lohia, Mr. Dilip Kumar Agarwal, Mr. Rathian Srimongkol and Mrs. Kaisri Nuengsigkapian had given their consent for reappointment to the Nomination, Compensation and Corporate Governance Committee (the "NCCG Committee"). The NCCG Committee, after considering the experience of these directors and their contribution to the Company during their past tenure, deemed it appropriate to reappoint them for another term.
Mr. Rathian Srimongkol then proposed the Meeting to consider and approve the re-election of the following four directors namely, Mr. Yashovardhan Lohia, Mr. Dilip Kumar Agarwal, Mr. Rathian Srimongkol and Mrs. Kaisri Nuengsigkapian who are due to retire by rotation, as the Company's directors for another term as the four directors possess appropriate qualifications, experience, and expertise that are beneficial to the Company as recommended by NCCG Committee.
The profiles of the retiring directors proposed for re-election and Qualification of Independent Director are provided in Annex 3 to the Notice of the Meeting.
Since there was no question raised by the Shareholders or the proxies, Mr. Rathian Srimongkol therefore requested them to cast their votes on this agenda.
The Meeting considered the matter and cast votes as follows:
The re-election of Mr. Yashovardhan Lohia as an Executive Director:
There were 4,621,702,794 votes in approval, equivalent to 97.7685 percent.
There were 105,488,916 votes disapproving, equivalent to 2.2315 percent. There were 0 votes abstaining.
There were no voided votes.
The re-election of Mr. Dilip Kumar Agarwal as a Non-executive Director:
There were 4,605,625,212 votes in approval, equivalent to 97.4284 percent.
There were 121,566,498 votes disapproving, equivalent to 2.5716 percent. There were 0 votes abstaining.
There were no voided votes.
The re-election of Mr. Rathian Srimongkol as an Independent Director:
There were 4,429,172,024 votes in approval, equivalent to 93.6965 percent.
There were 297,976,686 votes disapproving, equivalent to 6.3035 percent. There were 43,000 votes abstaining.
There were no voided votes.
The re-election of Mrs. Kaisri Nuengsigkapian as an Independent Director:
There were 4,628,230,204 votes in approval, equivalent to 97.9065 percent.
There were 98,961,506 votes disapproving, equivalent to 2.0935 percent. There were 0 votes abstaining.
There were no voided votes.
Resolution Approved the re-election of: Mr. Yashovardhan Lohia, Mr. Dilip Kumar Agarwal, Mr. Rathian Srimongkol and Mrs. Kaisri Nuengsigkapian as the Company's directors for another term, as proposed. Agenda 5 To consider and approve the remuneration of Directors for the Year 2026Mr. Rathian Srimongkol informed the Meeting that In compliance with the Section 90 of the Public Limited Company Act and Article 15 of the Company's Articles of Association, the annual remuneration of Directors is required to be approved by the shareholders at the Annual General Meeting of Shareholders and based on the recommendation of the Nomination, Compensation and Corporate Governance Committee, the Board of Directors has considered and recommended to the shareholders to approve the remuneration of directors for the year 2026 as not exceeding Baht 21,500,000 as follows:
Baht 7,440,000 as Retainer Fee to Independent Directors and Non-Executive Directors as member of the Board;
Baht 2,100,000 as Retainer Fee to Independent Directors as Member of the Audit Committee;
Baht 1,020,000 as Retainer Fee to Independent Directors as Member of the Nomination, Compensation and Corporate Governance Committee;
Baht 600,000 as Retainer Fee to the Independent Directors as Member of the Sustainability and Risk Management Committee; and
Baht 10,000,000 as Bonus to all Directors on the Board of Directors of the Company. Details of remuneration provided in the presentation.
Since there was no question raised by the Shareholders or the proxies, Mr. Rathian Srimongkol therefore requested them to cast their votes on this agenda.
The Meeting considered the matter and cast the votes. The voting results are as below:
There were 4,632,011,170 votes in approval, equivalent to 97.9865 percent.
There were 95,180,540 votes disapproving, equivalent to 2.0135 percent.
There were 0 votes abstaining, equivalent to 0.0000 percent.
There were no voided votes, equivalent to 0.0000 percent.
Resolution Approved the remuneration of Directors for the Year 2026, as proposed. Agenda 6 To consider and appoint the Company's auditor and fix the audit fee for the Year 2026Mr. Rathian Srimongkol informed the Meeting that in compliance with the Section 120 of the Public Limited Company Act and Article 30(6) of the Company's Articles of Association, the appointment of Company's auditor and fix the audit fee were required to be approved by the shareholders at the Annual General Meeting for each year. The Audit Committee has considered appointing auditors and fix the audit fee for the year 2026 and recommended to the Board of Directors to appoint Mr. Sumate Jangsamsee, CPA. No. 9362 or Mr. Sakda Kaothanthong CPA. No 4628 or Ms. Orawan Chunhakitpaisan, CPA. No. 6105 or any other Certified Public Accountants nominated by KPMG Phoomchai Audit Limited as the Company's auditors for the year 2026. They are qualified auditors under the regulations of the Securities and Exchange Commission and have shown satisfactory performance. The audit fee for the year 2026 is proposed as not exceeding Baht 10,640,000, excluding out of pocket expenses, which remains unchanged from the audit fee for the year 2025.
Since there was no question raised by the shareholders or the proxies, Mr. Rathian Srimongkol therefore requested them to cast their votes on this agenda.
The Meeting considered the matter and cast the votes. The voting results are as below:
There were 4,718,930,886 votes in approval, equivalent to 99.8252 percent.
There were 8,260,824 votes disapproving, equivalent to 0.1748 percent. There were 0 votes abstaining.
There were no voided votes.
Resolution Approved the appointment of the Company's auditors and fixed the audit fee for the year 2026, as proposed. Agenda 7 Any other business- None -
Mr. Anucha Akkarapisan, a shareholder, inquired as to the Company's view on concerns that its scale-related complexity and debt burden represent key challenges, particularly in the context of the downturn in the petrochemical cycle and the transition toward clean energy, and requested the Company to elaborate on its concrete strategies or initiatives to address and improve such matters.
Mr. Aloke Lohia responded that the Company operates largely in cyclical commodity businesses and has expanded globally through a strategy of feedstock integration across the value chain. The recent downturn in the petrochemical cycle was driven by structural changes in the industry, including overcapacity in Asia and shifts in feedstock dynamics.
He noted that the Company has taken decisive actions to address these challenges, including reducing approximately 2.5 million tonnes of capacity in underperforming segments, optimizing its asset footprint, and lowering fixed costs and working capital requirements. These actions have strengthened the Company's operating efficiency and improved the quality of its asset base, with approximately 95% of its portfolio now considered secure and competitive.
He further highlighted that the Company's integrated model and global footprint enable it to secure feedstock competitively and operate at high utilization levels, positioning it to maintain or gain market share. While industry conditions remain challenging, structural adjustments across the sector are expected to improve supply-demand balance over time, and the Company remains cautiously optimistic about the outlook.
At the end of the Meeting, there were 23 shareholders present in person and 832 shareholders present by proxy. Therefore, there were a total of 855 shareholders present, holding an aggregate of 4,727,191,710 shares, representing 84.1954 percent of total shares sold.
There were no further questions or suggestions raised by the Shareholders or the proxies. Mr. Rathian Srimongkol, then, declared the Meeting closed and expressed his appreciation to all shareholders for attending the Meeting and sharing their valuable views with the Company.
The Meeting adjourned at 3.40 p.m.
Signed -Sri Prakash Lohia- Chairman (Mr. Sri Prakash Lohia)
Signed -Souvik Roy Chowdhury- Company Secretary (Mr. Souvik Roy Chowdhury)
Signed -Perawat Kitichaichananon- Minutes Recorder (Mr. Perawat Kitichaichananon)

