Notice to Attend the Annual General Meeting of Shareholders No. 1/2026
via Electronic Means (e-AGM)
of Indorama Ventures Public Company Limited on Friday 24 April 2026 at 02.00 p.m.Steps for registration for attending the Annual General Meeting of Shareholders No. 1/2026 via Electronic Means (e-AGM) Process before the meeting date
| |||
In case of attending the e-AGM in person | In case of attending the e-AGM by a proxy who is not the Company's Independent Director | ||
(i) Individual To upload a copy of a valid, original, official document e.g., Thai citizen identification card, official government identification card, driving license, or passport (in case of a foreigner), in which a photograph is shown (hereinafter referred to as the "Valid Official Document") | (i) Individual To upload documents as specified in Annex 10 - Guidelines for Proxy Appointment | ||
| (ii) Juristic Person To upload documents as specified in Annex 10 - Guidelines for Proxy Appointment | ||
In case of attending the e-AGM in person | In case of attending the e-AGM by a proxy who is not the Company's Independent Director | ||
For Non-Thai legal entities: A certified true copy of the certificate of incorporation and/or affidavit of such legal entity, duly signed by the authorized signatory(ies) and affixed with the seal of such legal entity (if any). Such documents which are certified true copy by the authorized signatory(ies) also require a notarization by a notary public no longer than 1 year prior to the meeting date. | |||
p.m. to facilitate the login for attending the meeting. However, the live broadcast will begin at 2.00 p.m. only.
| |||
Table of Annexure
Page | ||
Annex 1 | QR Code for the 2025 Annual Registration Statement / Annual Report (the "Form 56-1 One Report for Year 2025"), including Audited Financial Statements, of the Company | 6 |
Annex 2 | Information on the Dividend Payment from the Company's 2025 Operating Results | 7 |
Annex 3 | Profiles of the retiring directors proposed for re-election and Qualification of Independent Director | 8 |
Annex 4 | Information on the Remuneration of Directors for the Year 2026 | 18 |
Annex 5 | Information on the Company's Auditor and Audit Fee for the Year 2026 | 21 |
Annex 6 | The name list of Independent Directors who will serve as Proxy for Shareholders | 23 |
Annex 7 | Proxy Form A | 25 |
Annex 8 | Proxy Form B | 26 |
Annex 9 | Proxy Form C (For foreign shareholders who have custodian in Thailand only) | 29 |
Annex 10 | Guidelines for Proxy Appointment | 34 |
Annex 11 | Relevant Sections of the Articles of Association of the Company and Provisions of the Public Limited Company Act B.E. 2535 (as amended) relating to the Shareholders' Meeting | 36 |
Annex 12 | Guidelines for Security and Privacy in respect of the Personal Data | 43 |
Annex 13 | Form for Submission of Questions/Suggestions in advance | 45 |
Ref. No. IVL006/03/2026
16 March 2026
Subject: Invitation to attend the Annual General Meeting of Shareholders No. 1/2026 To: The Shareholders Indorama Ventures Public Company LimitedThe Board of Directors of Indorama Ventures Public Company Limited (the "Company") passed a resolution to convene the Annual General Meeting of Shareholders No. 1/2026 on Friday 24 April 2026 at 02.00 p.m., via electronic means ("e-AGM"), in accordance with the prescribed rules and regulations, to consider the matters in accordance with the following agenda:
Agenda 1 To acknowledge the report on the Company's operational results for the year 2025 Objective and Reason The report of the Company's operational results for the year 2025, as required by Article 30 of the Company's Article of Association, is required to be acknowledged by the shareholders at the Annual General Meeting of Shareholders. The Board's Opinion It is considered appropriate to report the Company's operational results for the year 2025 to the meeting of shareholders for acknowledgement. Details are provided in the 2025 Annual Registration Statement / Annual Report (the "Form 56-1 One Report for the Year 2025"), which can be downloaded from the QR Code as provided in Annex 1. Voting: This agenda is for acknowledgement and no voting is required. Agenda 2 To consider and approve the Balance Sheet and Profit and Loss Accounts for the year ended 31 December 2025 Objective and Reason According to Section 112 of the Public Limited Companies Act and Article 33 of the Company's Articles of Association, the Board of Directors shall prepare the Balance Sheet and Profit and Loss Accounts as of the end of accounting period of the Company, and shall submit the same to the Annual General Meeting of Shareholders for approval. The financial statements of the Company and consolidated for the year ended 31 December 2025 has been audited by the Certified Public Accountant and reviewed by the Audit Committee and approved by the Board of Directors and uploaded on the Company's website and also provided in the Form 56-1 One Report for the Year 2025. The Board's Opinion It is considered appropriate for the meeting of shareholders to approve the Balance Sheet and Profit and Loss Account for the year ended 31 December 2025 which has been audited by the Certified Public Accountant and reviewed by the Audit Committee. The audited financial statements of the Company are provided in the Form 56-1 One Report for the Year 2025, which can be downloaded from the QR Code as provided in Annex 1. Voting: The resolution for this agenda requires the majority of votes of shareholders and proxy holders who attend the meeting and cast their votes. Agenda 3 To consider and approve the dividend payment from the Company's 2025 operating results Objective and Reason According to Section 115 of the Public Limited Companies Act and Article 36 of the Company's Articles of Association, the dividend payment is required to be approved by the Shareholders at the Annual General Meeting of Shareholders. It is the Company'spolicy that dividend will be paid at not less than 30% of the net profit after tax and the appropriation to the legal reserve fund. However, the Board of Directors shall have the authority to consider waiving or amending such dividend policy subject to the condition that it will bring the greatest benefit to the Shareholders, such as to use such portion of the net profit as a reserve for debt repayment, capital investment for production expansion or as a support in case of changing market conditions which would affect the Company's future cash flows.
The Board's Opinion It is considered appropriate for the meeting of shareholders to approve the final dividend payment from the Company's 2025 operating results to shareholders at the rate of Baht0.70 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.
Subject to the approval of the shareholders, the remaining dividend at the rate of Baht
0.175 per share or amounting to Baht 982,546,583.90 will be paid on 22 May 2026. The record date for specifying the list of Shareholders who have the right to receive dividend shall be on 6 May 2026. Details of the appropriation of the dividend payment are provided in Annex 2.
The Board of Directors' meeting opined that the total dividend payout ratio for the year 2025 is appropriate and in line with the Company's dividend payment policy.
Voting: The resolution for this agenda requires the majority of votes of shareholders and proxy holders who attend the meeting and cast their votes. Agenda 4 To consider and approve the election of directors in replacement of those who retire by rotation Objective and Reason In compliance with Section 71 of the Public Limited Companies Act and Article 14 of the Company's Articles of Association, one-third of the total 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; and
Mrs. Kaisri Nuengsigkapian Independent Director, Member of the Audit
Committee, and Member of the Nomination, Compensation and Corporate Governance Committee
The Company had given the opportunity to shareholders 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. There was no proposal received from any shareholder.
The directors retiring by rotation, namely, Mr. Yashovardhan Lohia, Mr. Dilip Kumar Agarwal, Mr. Rathian Srimongkol, and Mrs. Kaisri Nuengsigkapian, have given their consent for reappointment to the Nomination, Compensation and Corporate Governance Committee (the "NCCG Committee").
In addition, among the four directors who have given their consent for reappointment, Mr. Rathian Srimongkol and Mrs. Kaisri Nuengsigkapian are independent directors whose qualifications conform to the Company's Qualifications of Independent Directors and who have the ability to express independent judgment in respect of the Company's business operations and in compliance with the relevant regulations and laws. For the re-election of Mr. Rathian Srimongkol, if re-elected this year, his directorship as an independent director would continue for more than 9 years. However, he satisfies the Company's nomination and other relevant criteria for continuing as an independent director and as the Chairman of the Audit Committee. During his term of directorship, he has performed his duties well, and he has brought his expertise and knowledge to make recommendations which were highly beneficial to the Company in directing its strategy and policies. The NCCG Committee, after considering the experience of both Mr. Rathian Srimongkol and Mrs. Kaisri Nuengsigkapian and their contribution to the Company during their past tenure, deemed it appropriate to reappoint them for another term and thus recommended their reappointment to the Board.
The Board's Opinion After due and careful consideration, the Board of Directors, excluding the directors nominated for re-election, endorsed the recommendation of the NCCG Committee and considered it appropriate for the meeting of shareholders to re-elect the following directors: 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 these directors possess appropriate qualifications, experience, and expertise that are beneficial to the Company.The profiles of the retiring directors proposed for re-election and Qualification of Independent Director are provided in Annex 3.
Voting: The resolution for this agenda requires the majority of votes of shareholders and proxy holders who attend the meeting and cast their votes. Agenda 5 To consider and approve the remuneration of directors for the year 2026 Objective and Reason In compliance with Section 90 of the Public Limited Companies 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. The Board's Opinion It is considered appropriate for the meeting of shareholders to approve the remuneration of directors for the year 2026 as recommended by the NCCG Committee to the Board as not exceeding Baht 21,500,000. Details are provided in Annex 4. Voting: The resolution for this agenda requires not less than two-thirds of the total number of votes of the shareholders and proxy holders attending the meeting. Agenda 6 To consider and appoint the Company's auditor and fix the audit fee for the year 2026 Objective and Reason In compliance with Section 120 of the Public Limited Companies Act and Article 30 (6) ofthe Company's Articles of Association, the appointment of the Company's auditor and audit fee are required to be approved by shareholders at the Annual General Meeting of Shareholders for each year. The Audit Committee has considered to appoint the Company's auditor 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 Accountant 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. In addition, the audit fee for the year 2026 is proposed as not exceeding Baht 10,640,000.
The Board's Opinion It is considered appropriate for the meeting of shareholders 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 Accountant nominated by KPMG Phoomchai Audit Limited be appointed as the Company's auditors for the year 2026 and fix the audit fee for the year 2026 as not exceeding Baht 10,640,000 as proposed by the Audit Committee. Details are provided in Annex 5. Voting: The resolution for this agenda requires the majority of votes of shareholders and proxy holders who attend the meeting and cast their votes. Agenda 7 Any other businesses (if any)All shareholders should understand that since the shareholders' meeting is held via electronic means ("e-AGM") only, the Company has not arranged any place/meeting room to support physical attendance by shareholders. The registration, voting and vote counting of the meeting will be carried out via electronic means only.
Any shareholder or proxy who wishes to attend the e-AGM, is required to submit an application for attending the e-AGM by 23 April 2026 (6.00 p.m.) by clicking on the link or scanning the QR code as below and follow the steps for registration for attending the Annual General Meeting of Shareholders No. 1/2026 via Electronic Means (e-AGM) enclosed hereto this Notice:
https://ivl.foqus.vc/registration/
According to Section 105 of the Public Limited Companies Act, any shareholders of the Company may propose additional agenda items at the shareholders' meeting. However, such a matter must be proposed by shareholder(s) holding shares of not less than one-third of all the sold shares of the Company.
Any shareholder, who cannot attend the e-AGM himself/herself and intends to appoint a proxy to attend the meeting, may please complete and duly execute one of three proxy forms (Form A, Form B or Form C) attached to this Notice. Form C is only for foreign shareholders who hold the Company shares through custodian account in Thailand. Shareholders may download the proxy forms from our website at https://www.indoramaventures.com in the Investor Relations Section » Shareholders Center » AGM/EGM Information. Please refer to Annex 10: Guidelines for Proxy Appointment, for more details.
Any shareholder, who wishes to appoint an independent director, whose name is listed in Annex 6 (The name list of Independent Directors who will serve as Proxy for Shareholders) to be his/her proxy, may please return the completed and signed proxy form, together with all supporting documents as specified in Annex 10 (Guidelines for Proxy Appointment) to the Company by 22 April 2026 (6.00 p.m.).
Any questions/suggestions regarding any agenda item may be sent in advance in the form as provided in Annex 13 by 23 April 2026 (6.00 p.m.) to:
Attention: Company Secretary Department, c/o Indorama Ventures Public Company Limited, 75/80-81 Ocean Tower 2, 32nd Floor, Soi Sukhumvit 19 (Wattana), Klongtoey Nua, Wattana, Bangkok 10110, Thailand or by email to IVL.ComSec@indorama.net or by fax to 02-665-7090, and provide their contact information.
Any shareholders who wish to receive a printed copy of our Form 56-1 One Report for the Year 2025 should contact the Company Secretary Department, address as given above.
In addition, the Company requires to collect the personal data of the shareholders, such as name and surname, nationality, national identification number (or passport number), the date of birth, age, address, shareholder's registration number, telephone number, email address (if any), additionally any sound or video recordings or photographs. For this, the Company will follow the guideline for security and privacy in respect of the personal data as provided in Annex 12.
The Board has resolved to determine the names of shareholders who have the right to attend the Annual General Meeting of Shareholders No. 1/2026 to be on 16 March 2026 (Record Date).
Indorama Ventures Public Company Limited(Mr. Souvik Roy Chowdhury) Company Secretary
For and on behalf of the Board of Directors
Annex 1: QR Code for the 2025 Annual Registration Statement / Annual Report (the "Form 56-1 One Report for the Year 2025"), including Audited Financial Statements, of the Company QR Code for the Form 56-1 One Report for the Year 2025*Please scan the QR Code to access information on the Company's operational results for the year 2025 (Agenda No. 1) and the Balance Sheet and Profit and Loss Accounts for the year ended 31 December 2025 (Agenda No. 2).
In addition, Shareholders may also download the Form 56-1 One Report for the Year 2025 from our website at https://www.indoramaventures.com in the "Investor Relations Section" >> Report >> Form 56-1 One Report / Annual Report.
Remark: *The Form 56-1 One Report for the Year 2025 will be available from 24 March 2026.
How to scan QR Code?Please follow the below steps:
Open the QR Code reader on your phone / other mobile device;
Hold your device over a QR Code so that it is clearly visible within your screen; and.
If necessary, press the button.
-
Dividend Policy of the Company
According to the Company's policy on dividend payment, dividend will be paid at not less than 30% of net profit after tax and appropriation to the legal reserve. However, the Board of Directors has the authority to consider waiving or amending the dividend payment policy subject to the condition that it brings the greatest benefit to shareholders, such as using a portion of net profit as reserve for debt payments, capital investments for production expansion or as support in case of changing market conditions which could affect the Company's future cash flows.
-
Proposed Dividend Payment
The Board of Directors' Meeting No. 2/2026 held on 27 February 2026 resolved the payment of dividend from the profit of Company's 2025 operating results to shareholders at the rate of Baht 0.70 per share. The Company has already paid interim dividends 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.
Subject to the approval of the shareholders, the remaining dividend at the rate of Baht 0.175 per share or amounting to Baht 982,546,583.90 will be paid on 22 May 2026. The dividend shall be paid from the profit of Company's 2025 operating results (Separate Financial Statement).
Details of dividend payment for the performance year 2025 compared with the year 2024 are as follows:Details of Dividend Payment
2025
2024
Final Dividend per share for the Year (Baht per share)
0.70
0.70
- 1stInterim dividend paid during the year (Baht per share)
0.175
0.175
- 2ndinterim dividend paid during the year (Baht per share)
0.175
0.175
- 3rdinterim dividend paid during the year (Baht per share)
0.175
0.175
- Final dividend (Baht per share)
0.175
0.175
Total amount of the dividend (Million Baht)
3,930.19
3,930.19
Net profit of IVL Company only (Separate Financial Statement) (Million Baht)
6,112.37
9,908.97
Dividend payout ratio based on Company's net profit
64%
40%
Number of shares having the right to receive dividend
5,614,551,908
5,614,551,908
The record date for specifying the list of Shareholders who have the right to receive dividend shall be on 6 May 2026.
Remark: The dividend is being paid from the non-taxable income of the Company. The withholding-tax deducted on dividend is non-refundable. Annex 3: Profiles of the retiring directors proposed for re-election and Qualification of Independent Director For Consideration of Agenda No. 4: To consider and approve the election of directors in replacement of those who retire by rotation-
Profiles of retiring directors proposed for re-election
Name: Mr. Yashovardhan Lohia Director Type: Executive Director Present Position: Executive Director, Member of the Sustainability and Risk Management Committee, Executive President Petchem, and Chairman of ESG Council Age: 38 Family Relation with Other Executives: Appointment Date of Directorship:Son of Mr. Aloke Lohia Son of Mrs. Suchitra Lohia
24 April 2019
No. of Years as Director of IVL: 7 years (as of April 2026) Education: • Bachelor of Engineering Business Management, Warwick Business School, Warwickshire, UK Training Program: • Director Certification Program (DCP), Class 214/2015, ThaiInstitute of Directors, Thailand
Working Experience Other Listed Companies in SET / MAI (1 Company)2015 - Present Chairman
Thai Plaspac Public Company Limited
Other Companies and/or Organizations (8 Companies/Organizations) (as on 31 December 2025)2025 - Present Director
Valor Petrochemicals Limited
2023 - Present Director
Ecostruct Holding Limited
2022 - Present Director
Indorama Ventures Services S.r.l.
2021 - Present Commissioner
PT. Indorama Ventures Sustainable Solutions Indonesia
2018 - Present Director
Indorama Polyesters Industries Public Company Limited
2018 - Present Director
TPT Petrochemicals Public Company Limited
2009 - Present Director
Indorama Resources Limited
2009 - Present Director
Beacon Chemicals Limited
Connected business that may have Conflicts of Interest: % of shareholding in IVL (as of 31 December 2025) Meeting Attendance:-None-
-None-
Board Meeting: 5 meetings in total; 5 meetings attended
Sustainability and Risk Management Committee Meeting:
Legal Dispute during the past 10 years:4 meetings in total; 4 meetings attended
-None-
Nomination Criteria: The NCCG Committee, having carefully reviewed the qualifications,experience, and expertise of Mr. Yashovardhan Lohia and his contributions to the Company during his past tenure, has deemed it appropriate to reappoint Mr. Yashovardhan Lohia as he possesses appropriate qualifications, experience, and expertise that are beneficial to the Company and thus recommends his reappointment.
Name: Mr. Dilip Kumar Agarwal Director Type: Non-Executive Director Present Position: - Age: 69 Family Relation with Other Executives: Appointment Date of Directorship:-None-
27 April 2010
No. of Years as Director of IVL: 16 years (as on April 2026) Education: • Bachelor of Science, University of Udaipur, IndiaChartered Accountant, The Institute of Chartered Accountants of India, India
Cost Accountant, Institute of Cost & Management Accountants of India, India
Company Secretary Program, The Institute of Company
Secretaries of India (ICSI), India
Training Program: • Thai Institute of Directors (IOD), ThailandDirector Accreditation Program (DAP) Class No. 65/2007
Director Certification Program (DCP), Class No.182/2013
E-learning CFO Orientation, Accounting and Financial Preparation (CFO's Orientation Course), Thailand Securities Institute (TSI), The Stock Exchange of Thailand (SET) in 2021
E-learning CFO's Refresh Course, Thailand Securities Institute
(TSI), The Stock Exchange of Thailand (SET) in 2022
Cost Accounting for Decision Making, Accounting Coach (Thailand) Co., Ltd.in 2023
Designing an Effective Internal Controls for an Organization, CPD Tutor Co., Ltd. in 2024
None -
Other Companies and/or Organizations (23 Companies/Organizations) (as on 31 December 2025)2025 - Present Director
Valor Petrochemicals Limited
2023 - Present Director
Indorama Ventures Holdings Corporation
2022 - Present Chairman
Oxiteno S.A. Indústria e Comércio
2021 - Present Director
Huvis Indorama Advanced Materials, LLC
2021 - Present Chairman
Avgol Industries 1953 Ltd.
2021 - Present Non-Executive/ Non-Independent Director Indo Rama Synthetics (India) Limited
2020 - Present Vice President
Indorama Ventures Recycling Poland Sp. Z.o.o.
2020 - Present Director
Indorama Ventures Oxides Australia PTY Limited
2019 - Present Director
Indorama Ventures Oxides LLC
2019 - Present Director
Indorama Loop Technologies LLC
2018 - Present Chairman
Indorama Ventures Polimeros S.A.
2018 - Present Vice Chairman
IVL Dhunseri Polyester Company S.A.E.
2017 - Present Director
Indorama Ventures Exporter Inc.
2016 - Present Vice Chairman
IVL Dhunseri Petrochem Industries Private Limited
2015 - Present Chairman
Indorama Ventures Corlu PET Sanayi Anonim Şirketi
2014 - Present Chairman
Indorama Ventures Adana PET Sanayi Anonim Şirketi
2013 - Present Chairman
Indorama Ventures Global Services Limited
2011 - Present Director
PT. Indorama Polyester Industries Indonesia
2011 - Present Director
Indorama Ventures Poland Sp. Z o.o.
2010 - Present Chairman
TPT Petrochemicals Public Company Limited
2007 - Present Director
Indorama Polymers Workington Limited
2001 - Present Chairman
Asia Pet (Thailand) Limited
1996 - Present Director
Petform (Thailand) Ltd.
Connected business that may have Conflicts of Interest: % of shareholding in IVL (as of 31 December 2025) Meeting Attendance:-None-
564,773 shares or 0.010%
Board Meeting: 5 meetings in total; 5 meetings attended
Sustainability and Risk Management Committee Meeting:
4 meetings in total; 4 meetings attended
Legal Dispute during the past 10 years:None-
-
Profiles of retiring directors proposed for re-election
experience, and expertise of Mr. Dilip Kumar Agarwal and his contributions to the Company during her past tenure, has deemed it appropriate to reappoint Mr. Dilip Kumar Agarwal as she possesses appropriate qualifications, experience, and expertise that are beneficial to the Company and thus recommends his reappointment.
Name: Mr. Rathian Srimongkol Director Type: Independent Director Present Position: Lead Independent Director, Vice Chairman of the Board, Chairman of the Audit Committee, and Member of the Sustainability and Risk Management Committee Age: 66 Family Relation with Other Executives: Appointment Date of Directorship:
-None-
19 September 2009
No. of Years as Director of IVL: 16 years 7 months (as on April 2026)
No. of Years as Director of IVL (if he is re-elected):19 years 7 months (as on April 2029)
Education: • Master of Business Administration, Thammasat University, ThailandM.P.A. (General Administration), Suan Sunandha Rajabhat University, Thailand
Medical Degree, Faculty of Medicine Siriraj Hospital, Mahidol University, Thailand
Bachelor's degree in Medical Science, Mahidol University, Thailand
Training Program: • Certificate in Politics and Governance in Democratic Systemsfor Executives Course (Class 9), King Prajadhipok's Institute, Thailand
Diploma, National Defence College, The Joint State Private Sectors Course Class No. 51/21, National Defence College of Thailand, Thailand
Capital Market Academy Leadership Program (Class 11), Capital Market Academy, Thailand
Orchestrating Winning Performance (OWP), Lausanne International Institute for Management Development (IMD), year 2022
Board Risk Governance Training, Control Risks, in 2022
Orchestrating Winning Performance (OWP) Lausanne, International Institute for Management Development (IMD), Year 2023
Thai Institute of Directors (IOD), Thailand
Director Certification Program (DCP), Class No. 8/2001
Role of the Chairman Program, Class No. 19/2008
Financial Statements Demystified for Director Program, Class No.1/2009
2023 - Present Audit Committee and Independent Director Home Product Center Public Company Limited
2021 - Present Chairman/ Chairman of Investment Committee/ Chairman of Nominating
and Compensation Committee and Authorized Director XSpring Capital Public Company Limited
2012 - Present Director
Krungthai Card Public Company Limited
Other Companies and/or Organizations (4 Companies/Organizations) (as on 31 December 2025)2021 - Present Chairman and Authorized Director XSpring Digital Company Limited
2021 - Present Chief Executive Officer, Chairman of Executive Board and Authorized Director
XSpring AMC Asset Management Company Limited
2021 - Present Chairman of the Executive Committee and Authorized Director Krungthai XSpring Securities Company Limited
2021 - Present Chairman and Authorized Director Krungthai Advisory Company Limited
Connected business that may have Conflicts of Interest: % of shareholding in IVL (as of 31 December 2025) Meeting Attendance:-None-
1,091,400 shares or 0.019%
Board Meeting: 5 meetings in total; 5 meetings attended
Audit Committee Meeting 6 meetings in total; 6 meetings attended
Sustainability and Risk Management Committee Meeting:
Legal Dispute during the past 10 years:4 meetings in total; 4 meetings attended
-None-
Nomination Criteria: The NCCG Committee, having carefully reviewed the qualifications,experience, and expertise of Mr. Rathian Srimongkol and his contributions to the Company during his past tenure, opined that his qualifications align with the Company's requirements for Independent Directors, as well as with the relevant laws and regulations, and that Mr. Rathian Srimongkol possesses experience and expertise that are beneficial to the Company. Therefore, the NCCG Committee has deemed it appropriate to reappoint him for another term and thus recommends his reappointment.
Additional Qualification of the Independent DirectorRelationship with the Company, a parent company, a subsidiary, an associate, a major shareholder or a controlling person of the Company, both in the present and the last two years as following manner:
Relationship | Yes | No |
1. Being a director that has a management authority, staff, employee or advisor on regular retainer | ✓ | |
2. Being a professional service provider (such as auditor or legal advisor) | ✓ | |
3. Having business relationship (such as sale and purchase raw material/ goods/ service/ lease or lease out the property/provide or receive financial support etc.) which incur debt to the Company or contract party amounting to Baht 20 million up. This threshold is applicable to all indebtedness incurred within one year prior to the date of having such business relationship. | ✓ | |
4. Being as a significant shareholder or a controlling person of the party having businesses relationship as mentioned in clause 3. | ✓ |
Name: Mrs. Kaisri Nuengsigkapian Director Type: Independent Director Present Position: Independent Director, Member of the Audit Committee, and Member of the Nomination, Compensation and Corporate Governance Committee Age: 64 Family Relation with Other Executives: Appointment Date of Directorship:
-None-
30 June 2020
No. of Years as Director of IVL: 5 years 10 months (as of April 2026) No. of Years as Director of IVL (if she is re-elected):8 years 10 months (as of April 2029)
Education: • Master of Business Administration, Thammasat UniversityBachelor of Accounting, Thammasat University
Training Program: • Capital Market Academy Leadership Program (Class 3), Capital, Market Academy, ThailandThai Institute of Directors (IOD), Thailand
Directors Certification Program (DCP) Class 0/2000
The Role of The Chairman Program (RCP) Class 30/2013
The Role of The Compensation Committee Program (RCC) Class 16/2013
Advanced Audit Committee Program (AACP) Class 36/2020
Directors Leadership Certification Program (DLCP) Class 0/2020 (Dry Run)
Board Risk Governance Training, Control Risks, in 2022
2022 - Present Independent Director, Chairperson of the Audit Committee, Member of
the Credit and Investment Screening Committee and Member of the Risk Oversight Committee
Kasikornbank Public Company Limited
2019 - Present Independent Director and Chairman of Audit Committee SCG Packaging Public Company Limited
2016 - Present Chairman of the Board of Directors Mc Group Public Company Limited
Other Companies and/or Organizations (2 Companies/Organizations) (as on 31 December 2025)2018 - Present Chairman of the Board of Director
Buono (Thailand) Public Company Limited
2016 - Present Director
TOP T 2015 Company Limited
Connected business that may have Conflicts of Interest: % of shareholding in IVL (as of 31 December 2025)-None-
-None-
Meeting Attendance:Board Meeting: 5 meetings in total; 5 meetings attended Audit Committee Meeting: 6 meetings in total; 6 meetings attended
Nomination, Compensation
and Corporate Governance Committee Meeting:
Legal Dispute during the past 10 years:3 meetings in total; 3 meetings attended
-None-
Nomination Criteria: The NCCG Committee, having carefully reviewed the qualifications,experience, and expertise of Mrs. Kaisri Nuengsigkapian and her contributions to the Company during her past tenure, opined that her qualifications align with the Company's requirements for Independent Directors, as well as with the relevant laws and regulations, and that Mrs. Kaisri Nuengsigkapian possesses experience and expertise that are beneficial to the Company. Therefore, the NCCG Committee has deemed it appropriate to reappoint her for another term and thus recommends her reappointment.
Additional Qualification of the Independent DirectorRelationship with the Company, a parent company, a subsidiary, an associate, a major shareholder or a controlling person of the Company, both in the present and the last two years as following manner:
Relationship | Yes | No |
5. Being a director that has a management authority, staff, employee or advisor on regular retainer | ✓ | |
6. Being a professional service provider (such as auditor or legal advisor) | ✓ | |
7. Having business relationship (such as sale and purchase raw material/ goods/ service/ lease or lease out the property/provide or receive financial support etc.) which incur debt to the Company or contract party amounting to Baht 20 million up. This threshold is applicable to all indebtedness incurred within one year prior to the date of having such business relationship. | ✓ | |
8. Being as a significant shareholder or a controlling person of the party having businesses relationship as mentioned in clause 3. | ✓ |
- Qualification of Independent Directors
The Company has set the qualification of the Independent Directors of the Company as prescribed in the Notification of the Capital Market Supervisory Board Tor.Chor. 39/2559 Re: Application for and Approval of Offer for Sale of Newly Issued Shares as follows:
Independent Directors shall constitute not less than one third (1/3) of total number of Directors and all Independent Directors must satisfy the following qualification criteria:
Holding no more than 1 % of total voting shares* including the shareholding of persons related to the independent directors.
Not currently be or never been the Company's executive director, worker, employee, salaried consultant, or controlling parties*. Exception: It has been at least two years after the person has held the position.
Not by blood or legally registered with other directors, executives, major shareholders, controlling parties, or persons who will be nominated as directors, executives, or controlling parties of the Company or subsidiary.
Not currently having or never had any business relations with the Company* in the way that such relation may impede the person from having independent views. Also, the person should not currently be or never be a significant shareholder or controlling person for persons having business relations with the Company*. Exception: It has been at least two years after the person has held the position.
Such business relationship is inclusive of a trading transaction occurring on a conventional basis for the conduct of business; a rent or lease of property; a transaction involving assets or services; a provision or an acceptance of financial assistance through means of a loan, a guarantee, a use of an asset as collateral against debt; and, other similar actions which result in the Company or the party to the contract having a debt to be repaid to another party for the amount from 3% of net tangible assets (NTA) of the Company or from THB 20 million, whichever is lower. This amount is determined by the calculation of Related Transaction value as per the announcement of the Securities and Exchange Commission. It is inclusive of debt(s) arising within one year prior to the day of business relationship with the same party.
Not currently being or never been the Company's auditor*. Also, the person should not currently be or never be a significant shareholder, controlling person, or partners of current auditor's auditing firm*. Exception: It has been at least two years after the person has held the position.
Not currently be providing or never provided professional services, legal consulting, nor financial consulting services to the Company with a fee more than THB 2 million per year*. Also, the person should not currently be or never be a significant shareholder, controlling person, or partners of current service providers. Exception: It has been at least two years after the person has held the position.
Not currently a director appointed to represent the Company's directors, major shareholders, or the shareholder related to major shareholder.
Not currently be operating under similar business nature and significant competition to the Company or subsidiary; or not a significant partner of the partnership, executive director, salaried worker, employee, or consultant; or holding more than 1% of voting shares of any other companies operating under similar business nature and significant competition to the Company and subsidiary.
Not under any conditions that may impede the person from having independent views towards the Company's operations.
*Including the parent company, subsidiary, affiliate, major shareholder(s), or controlling parties of the Company
Annex 4: Information on the Remuneration of Directors for the Year 2026 For Consideration of Agenda No. 5: To consider and approve the remuneration of directors for the Year 2026 Proposed remuneration for the year 2026The Board reviewed and recommended to the shareholders the remuneration of the Independent and Non-Executive Directors for the year 2026 and the annual bonus for all IVL Directors payable for the year 2025 performance as recommended by the Nomination, Compensation and Corporate Governance Committee ("NCCG Committee").
The Policy followed by the NCCG Committee to recommend to the Board and the shareholders the compensation and benefits of Independent and Non-Executive Directors are as follows:
Compensation should fairly pay directors for work required in a company commensurate with the size and scope of the work;
Compensation should, if possible, align directors' interests with the long-term interests of shareholders;
Structure of the compensation should be simple, transparent and easy for Shareholders to understand;
Compensation for Non-executive Directors and Independent Directors is inclusive of monthly retainer fee and annual bonus based on the previous year's Company performance; and
Additional compensation will be paid to directors serving on various sub committees.
To implement the policy, the NCCG Committee has designed an appropriate compensation package based on comparable listed Companies with the following criteria:
There have been no changes made to the current retainer fee for the Independent and Non-Executive Directors for the year 2026.
No retainer fee to be paid to the Executive Directors on the Board.
The remuneration of the Chairman of the Board and Chairmen of the sub committees who are either independent or Non-Executive Directors is calculated at approx. 1.25 times of the other members.
In determining the bonus payable to all Directors, the NCCG Committee assesses the performance of directors based on their contribution, responsibilities, expertise and attendance.
The bonus amount is determined taking into consideration the profit and the dividend payment of the financial year and uses a point system to allocate bonuses amongst the directors as approved by the Board.
The Board of Directors' Meeting No. 2/2026 dated 27 February 2026 has considered the remuneration of Directors for the year 2026 as recommended by the NCCG Committee as not exceeding Baht 21,500,000. The Board has resolved to recommend to the Annual General Meeting of Shareholders No. 1/2026 to approve the remuneration of Directors for the year 2026 with comparison with previous year as follows:
Total Remuneration
2026 (Baht) | 2025 (Baht) | |
Proposed for Shareholders' approval/ Approved (Monetary) | 21,500,000* | 21,000,000 |
Other Remuneration and/or Benefits Proposed for Shareholders' approval/ approved | -None- | -None- |
Payable/Actual Paid for the year | 21,160,000 | 20,680,000 |
* The extra amount is being proposed in order to accommodate fees that may need to be paid to new members joining any of the sub-committees during the year, which could result in a change to the amount payable in 2026.
Retainer Fee
-
Retainer Fee to Independent Directors and Non-Executive Directors as member of the Board
No.
Independent/ Non-Executive Directors
Amount (Baht/Month)
2026
Proposed Amount (Baht)
Amount (Baht/Month)
2025
Actual Paid (Baht)
1
Mr. Sri Prakash Lohia (Chairman)
100,000
1,200,000
100,000
1,200,000
2
Mr. Amit Lohia
80,000
960,000
80,000
960,000
3
Mr. Rathian Srimongkol
80,000
960,000
80,000
960,000
4
Mr. Tevin Vongvanich
80,000
960,000
80,000
960,000
5
Mrs. Kaisri Nuengsigkapian
80,000
960,000
80,000
960,000
6
Dr. Harald Link
80,000
960,000
80,000
960,000
7
Ms. Niramarn Laisathit
80,000
960,000
80,000
960,000
8
Mr. Dilip Kumar Agarwal*
80,000
480,000
-
-
Total
7,440,000
Total
6,960,000
* Following the transition of Mr. Dilip Kumar Agarwal from Executive Director to Non-Executive Director, he will be eligible for the retainer fee as a Non-Executive Director, subject to shareholders' approval.
-
Retainer fee to Independent Directors as member of the Audit Committee
No.
Members
Amount (Baht/Month)
2026
Proposed Amount (Baht)
2025
Actual Paid (Baht)
1
Mr. Rathian Srimongkol (Chairman)
75,000
900,000
900,000
2
Mr. Tevin Vongvanich
50,000
600,000
600,000
3
Mrs. Kaisri Nuengsigkapian
50,000
600,000
600,000
Total
2,100,000
2,100,000
-
Retainer fee to Independent Directors as member of the Nomination, Compensation and Corporate Governance Committee ("NCCG Committee")
No.
Members
Amount (Baht/Month)
2026
Proposed Amount (Baht)
2025
Actual Paid (Baht)
1
Mr. Tevin Vongvanich (Chairman)
35,000
420,000
420,000
2
Mrs. Kaisri Nuengsigkapian
25,000
300,000
300,000
3
Dr. Harald Link
25,000
300,000
300,000
Total
1,020,000
1,020,000
-
Retainer fee to Independent Directors as member of the Sustainability and Risk Management Committee ("SRMC")
No.
Members
Amount (Baht/Month)
2026
Proposed Amount (Baht)
2025
Actual Paid (Baht)
1
Mr. Rathian Srimongkol
25,000
300,000
300,000
2
Mr. Tevin Vongvanich
25,000
300,000
300,000
Total
600,000
600,000
-
Retainer Fee to Independent Directors and Non-Executive Directors as member of the Board
Bonus for all Directors on the Board
No.
Directors
2026 Proposed Bonus+
(Baht)
2025 Bonus++
Actual Paid (Baht)
1
Mr. Sri Prakash Lohia
1,176,470
1,132,080
2
Mr. Aloke Lohia
1,176,470
1,132,080
3
Mrs. Suchitra Lohia
784,310
754,720
4
Mr. Amit Lohia
588,240
754,720
5
Mr. Yashovardhan Lohia
784,310
754,720
6
Mr. Dilip Kumar Agarwal
784,310
754,720
7
Mr. Sanjay Ahuja
784,310
754,720
8
Mr. Rathian Srimongkol
1,176,480
1,132,080
9
Mr. Tevin Vongvanich
980,390
896,230
10
Mrs. Kaisri Nuengsigkapian
784,310
754,720
11
Dr. Harald Link
392,160
377,360
12
Ms. Niramarn Laisathit
588,240
660,380
13
Mr. Russell Leighton Kekuewa*
-
141,470
Total
10,000,000
10,000,000
+Based on 2025 performance.
++Based on 2024 performance.
* Mr. Russell Leighton Kekuewa retired at the AGM 2024, held on April 25, 2024.
- Other Remuneration and/or Benefits
-None-
Annex 5: Information on the Company's Auditor and Audit Fee for the Year 2026 For Consideration of Agenda No. 6: To consider and appoint the Company's auditor and fix the audit fee for the year 2026 Audit Committee's OpinionThe Audit Committee Meeting No. 2/2026 held on 27 February 2026 expressed their satisfaction on the audit performance and efforts of KPMG Phoomchai Audit Limited for the financial year ended 2025 and recommended to the Board for their reappointment together with the audit fee as not exceeding Baht 10,640,000 for the year 2026, excluding out of pocket expenses.
Audit Firm and Auditors Proposed for AppointmentBased on the recommendation from the Audit Committee, the Board of Directors, at their Meeting No. 2/2026 held on 27 February 2026, considered and recommend to the shareholders for reappointing the Company's auditors, KPMG Phoomchai Audit Limited, and fixing the audit fee for the year 2026 as follows:
To appoint the following auditors of KPMG Phoomchai Audit Limited who are nominated as below:
Name | CPA No. | Percentage of Shareholding | Number of years certified the Company's financial statements |
1. Mr. Sumate Jangsamsee | 9362 | - | 1 |
2. Mr. Sakda Kaothanthong | 4628 | - | 0 |
3. Ms. Orawan Chunhakitpaisan | 6105 | - | 0 |
Any one of the above auditors shall have the authority to audit and express their opinions on the financial statements of the Company. The nominated auditors are approved by the Office of the Securities and Exchange Commission, and have no significant relationship or interest with the Company, subsidiaries, management, major shareholders or their related persons which may have an effect on performing their tasks independently.
In addition, auditors of KPMG Phoomchai Audit Limited and member firms of KPMG International were appointed to be the auditors of most subsidiaries of the Company. However, for those subsidiaries of the Company which are audited by other audit firms, the Audit Committee / the Board of Directors will ensure that the financial statements for those subsidiaries are completed within the timeframes.
Audit Fee Proposed for the Year 2026The proposed audit fee of the Company for the year 2026 shall not be exceeding Baht 10,640,000, excluding out of pocket expenses.
Comparison of the Company audit fee with the previous year:Description | Paid in 2025 (Baht) | Proposed for 2026 (Baht) | Increase (%) |
Annual Audit Fee | 10,640,000 | 10,640,000 | 0% |
The audit fee is inclusive of three quarterly reviews and the year-end audit of the Company only and Consolidated Financial Statements.
Total Audit and Non-Audit Fee
Particulars | 2024 (Million Baht) | 2025 (Million Baht) |
| 252 | 231 |
210 | 184 | |
42 | 47 | |
2. The total non-audit fees paid to member firms of KPMG International other than KPMG Phoomchai Audit Limited* | 61 | 163 |
* The amount of non-audit fees relates to tax advice, due diligence in relation to the acquisitions, restructuring, and other advisory services.
Annex 6: The name list of Independent Directors who will serve as Proxy for ShareholdersThe Company has scheduled to convene the Annual General Meeting of Shareholders No. 1/2026 on Friday 24 April 2026 at 02.00 p.m. via electronic means ("e-AGM"), in accordance with the prescribed rules and regulations, for considering various agenda as mentioned in the Notice.
We, therefore, would like to invite all shareholders to participate in the e-AGM as scheduled. In case you are unable to attend the e-AGM, you may appoint another person or any one of the following Independent Directors of the Company as your proxy.
1 Name: Mr. Rathian Srimongkol
Positions: Lead Independent Director;Vice Chairman of the Board;
Chairman of the Audit Committee; and
Member of the Sustainability and Risk Management Committee
Age: 66 yearsAddress: 75/80-81 Ocean Tower 2, 32ndFloor, Soi Sukhumvit 19 (Wattana), Klongtoey Neur, Wattana, Bangkok 10110, Thailand
Interests in the agenda item(s) of this Meeting InterestAgenda No. 4 To consider and approve the election of directors in replacement of those who retire by rotation
Yes
Other Agenda (Nos. 1, 2, 3, 5, and 6), excluding Agenda No. 4 No
2 | Name: | Mr. Tevin Vongvanich |
Positions: | 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 | ||
Age: Address: | 67 years 75/80-81 Ocean Tower 2, 32ndFloor, Soi Sukhumvit 19 (Wattana), | |
Klongtoey Nua, Wattana, Bangkok 10110, Thailand |
Agenda Nos. 1, 2, 3, 4, 5, and 6 No
3 | Name: | Mrs. Kaisri Nuengsigkapian |
Positions: | Independent Director; | |
Member of the Audit Committee; and | ||
Member of the Nomination, Compensation and Corporate Governance | ||
Committee | ||
Age: Address: | 64 years 75/80-81 Ocean Tower 2, 32ndFloor, Soi Sukhumvit 19 (Wattana), | |
Klongtoey Neur, Wattana, Bangkok 10110, Thailand |
Agenda No. 4 To consider and approve the election of directors in replacement of those who retire by rotation
Yes
Other Agenda (Nos. 1, 2, 3, 5, and 6), excluding Agenda No. 4 No
4 Name: Miss Niramarn Laisathit
Positions: Independent Director; Age: 59 yearsAddress: 75/80-81 Ocean Tower 2, 32ndFloor, Soi Sukhumvit 19 (Wattana), Klongtoey Neur, Wattana, Bangkok 10110, Thailand
Interests in the agenda item(s) of this Meeting InterestAgenda Nos. 1, 2, 3, 4, 5, and 6 No
In case of the shareholder appoints the above-mentioned independent directors to be his/her proxy, please return the completed and signed Proxy Form, together with all supporting documents as specified in Annex 10 (Guidelines for Proxy Appointment) to the Company by 22 April 2026 (6.00 p.m.) at the following address:
Attention: Company Secretary Department
Indorama Ventures Public Company Limited
75/80-81 Ocean Tower 2, 32ndFloor, Soi Sukhumvit 19 (Wattana) Klongtoey Nua, Wattana, Bangkok 10110, Thailand
Annex 7: Proxy Form A Proxy Form (Form A)(Affixed Stamp Duty Baht 20)
Written at _ Date Month Year
I/We Nationality Residing at Road District Aumphur Province Post Code
As a shareholder of Indorama Ventures Public Company Limited (the "Company"), holding a total number of
share(s) and having right to vote equivalent to vote(s), the details of which are as follows:
Ordinary share for share(s), having voting right to vote equivalent to vote(s)
Hereby authorize
Name Age _years Residing at Road District Aumphur Province Post Code or
Name Age _years Residing at Road District Aumphur Province Post Code or
Name Age years
Residing at Road District Aumphur Province Post Code or
To be my/our representative to attend and vote on my/our behalf at the Annual General Meeting of Shareholders' No. 1/2026 of the Company which will be held on Friday 24 April 2026 at 2.00 p.m., via electronic means ("e-AGM"), in accordance with the prescribed rules and regulations, or such other date and time as the meeting may be adjourned.
Any acts performed by the proxy in this meeting shall be deemed to be the actions performed by myself/ourselves.
Signed Grantor
( )
Signed Proxy
( )
Signed Proxy
( )
Signed Proxy
( )
Note: The shareholder appointing the proxy must authorize only one proxy to attend and vote at the meeting and may not split the number of shares to many proxies for splitting votes. Annex 8: Proxy Form BShareholder Registration No.
Proxy Form (Form B)(Affixed Stamp Duty Baht 20) Made at…………………..……………………… Date…… Month………………. Year. ………...
I/We…………………………………………………………….………..…………..….………… Nationality……………………………..……………… Residing at No.………..………..…………..…… Road………….……………..……….………. Sub-District………….…...…………..………….. District………..……….…………..……………….….Province……………..…….……….…………Postal Code……………..……….……………….
being a shareholders of Indorama Ventures Public Company Limited (the "Company"), holding the total number of share (s) and having the voting right equivalent to
1
. Ordinary share …………….….………share(s), having the voting right equivalent to vote(s).
hereby authorize
…………………………………………………………………………………………..………………….….Age……………………………………..… Residing at No.……………………………………..…… Road…………………………….………. Sub-District………….…...…………..………….. District………..……….…………………………………….….Province……………….……….…………Postal Code or
…………………………………………………………………………………………..………………….….Age……………………………………..… Residing at No.……………………………………..…… Road…………………………….………. Sub-District………….…...…………..………….. District………..……….…………………………………….….Province……………….……….…………Postal Code or
…………………………………………………………………………………………..………………….….Age……………………………………..… Residing at No.……………………………………..…… Road…………………………….………. Sub-District………….…...…………..………….. District………..……….…………………………………….….Province……………….……….…………Postal Code……….………………
Anyone of the above as my/our proxy holder to attend and vote on my behalf at the Annual General Meeting of Shareholders No. 1/2026 of the Company, which will be held on Friday 24 April 2026 at 02.00 p.m., via electronic means ("e-AGM"), in accordance with the prescribed rules and regulations, or any date and at any postponement thereof.
I/We hereby authorize the proxy holder to vote on my behalf at this meeting as follows:
Agenda 1: To acknowledge the report on the Company's operational results for the year 2025
Agenda 2: To consider and approve the Balance Sheet and Profit and Loss Accounts for the year ended 31 December 2025
(a) The proxy holder shall be entitled to consider and resolve in lieu of me in all respects as deemed appropriate
(b) The proxy holder shall vote in accordance with my wish as follows:
Approve Disapprove Abstain
Agenda 3: To consider and approve the dividend payment from the Company's 2025 operating results
(a) The proxy holder shall be entitled to consider and resolve in lieu of me in all respects as deemed appropriate
(b) The proxy holder shall vote in accordance with my wish as follows:
Approve Disapprove Abstain
Agenda 4: To consider and approve the election of directors in replacement of those who retire by rotation
(a) The proxy holder shall be entitled to consider and resolve in lieu of me in all respects as deemed appropriate

