BOD No.16/2025 approved capital increase and share allocation for CD conversion, added 1 director (from 9 to 10), amended signing authority, and set the EGM No.1/2026 date.

The Stock Exchange of Thailand · 4d ago
Schedule of Shareholders' meeting Subject : Schedule of Extra-General Meeting of Shareholders Date of Board resolution : 03-Dec-2025 Shareholder's meeting date : 09-Jan-2026 Beginning time of meeting (hh:mm) : 10 : 00 Record date for the right to attend the : 18-Dec-2025 meeting Ex-meeting date : 17-Dec-2025 Significant agenda item : - Capital increase - To consider and approve the amendment of Article of the Company's Memorandum of Association to reflect the capital increase Venue of the meeting : By means of an electronic meeting Agenda Item : 1 Agenda Detail : To consider and approve the Minutes of the Extraordinary General Meeting of Shareholders No. 3/2025 held on 16 September 2025. Type : To Consider and approve Board's Resolution : Should be considered for approval Agenda Item : 2 Agenda Detail : To consider and approve the increase of the Company's registered capital and the amendment to Clause 4 of the Company's Memorandum of Association to reflect the increase of the registered capital. Type : To Consider and approve Board's Resolution : Should be considered for approval Agenda Item : 3 Agenda Detail : To consider and approve the allocation of newly issued ordinary shares to accommodate the exercise of the convertible debentures issued and offered to specific investors, as approved by the Extraordinary General Meeting of Shareholders No. 3/2025 held on 16 September 2025. Type : To Consider and approve Board's Resolution : Should be considered for approval Agenda Item : 4 Agenda Detail : To consider and approve the increase in the number of directors of the Company from 9 to 10 persons by appointing 1 additional director. Type : To consider and approve the appointment of directors Board's Resolution : Should be considered for approval Agenda Item : 5 Agenda Detail : To consider and approve the amendment of the list of directors authorized to sign on behalf of the Company. Type : To Consider and approve Board's Resolution : Should be considered for approval Agenda Item : 6 Agenda Detail : To consider other agenda Type : To Consider and approve ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 03-Dec-2025 Number of additional common shares : 251,602,885 (shares) Total of additional shares (shares) : 251,602,885 Par value (baht per share) : 5.00 Type of allocated securities : Common shares Allocated to : Reserved shares for the exercise of convertible securities Number of allotted shares (shares) : 251,602,885 Remark : However, the conversion price of the Convertible Debentures must not be lower than 90 percent of the market price whereas the market price is calculated based on the weighted average price of the Company's shares trading on the Market for Alternative Investment (mai) for not less than 7 consecutive business days, but not more than 15 consecutive business days prior to the day the debenture holders exercise their conversion rights, in accordance with the Notification of the Capital Market Supervisory Board No. TorJor. 16/2565 Re: Application for and Approval of the Offering for Sale of Newly Issued Debt Instruments to a Private Placement and Offering of Convertible Debentures to Specific Person and the Notification of the Office of the Securities and Exchange Commission No. SorChor. 46/2565 Re: Calculation of Offering Price of Securities and Determination of Market Price for Consideration of an Offer for Sale of Newly Issued Shares at a Low Price pursuant to the resolution of the EGM 3/2025. In addition, since the Company has accumulated losses shown in the Statement of Financial Position (separate financial statements) as at 31 December 2024 reviewed by a certified public accountant of the Company and the Statement of Financial Position (separate financial statements) for the third quarter as at 30 September 2025 reviewed by a certified public accountant of the Company, the Company may determine the conversion price of convertible debentures lower than the par value of the Company, but not less than 0.01 Baht per share. The Company must comply with Section 52 of the Public Limited Company Act (Section 52 of the Public Limited Company Act stipulates that a company that has been in operation for not less than one year, if there is a loss, shares may be offered for sale at a price lower than the par value, but must be approved by the shareholders' meeting and with a definite discount rate). ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. 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