Schedule of Shareholders' meeting
Subject : Schedule of Extra-General Meeting of
Shareholders
Date of Board resolution : 15-Dec-2025
Shareholder's meeting date : 26-Jan-2026
Beginning time of meeting (hh:mm) : 13 : 00
Record date for the right to attend the : 06-Jan-2026
meeting
Ex-meeting date : 05-Jan-2026
Significant agenda item :
- Capital increase
- The issuance of convertible securities
- The issuance of debentures
Venue of the meeting : via Electronic Meeting
Agenda Item : 1
Agenda Detail : To consider and approve the reduction
of the Company's unallocated registered capital and to consider and approve the
amendment of Clause 4 of the Company's Memorandum of Association to align with
the registered capital reduction.
Type : To Consider and approve
Board's Resolution : Resolved to propose to the
Extraordinary General Meeting of Shareholders No. 1/2026 to approve the
reduction of the Company's registered capital by 1,090,433,753.50 Baht, from the
existing registered capital of 2,940,387,297.00 Baht divided into 5,880,774,594
ordinary shares at a par value of 0.50 Baht per share, to the new registered
capital of 1,849,953,543.50 Baht divided into 3,699,907,087 ordinary shares at a
par value of 0.50 Baht per share, by cancelling the remaining ordinary shares
previously reserved to accommodate (1) the exercise of Warrants No. 2 (PSTC-W2),
totaling 899,678,861 shares with a par value of Baht 0.50 per share, pursuant
to the resolution of the Extraordinary General Meeting of Shareholders No.
1/2022 held on 12 December 2022; (2) the exercise of Warrants No. 3 (PSTC-W3),
totaling 1,967,820 shares with a par value of Baht 0.50 per share, pursuant to
the resolution of the 2024 Annual General Meeting of Shareholders held on 10
April 2024; and (3) the issuance and offering of newly issued ordinary shares to
the Company's existing shareholders in proportion to their shareholding,
excluding shareholders whose subscription would cause the Company to have
obligations under foreign laws (Preferential Public Offering), totaling
1,279,220,826 shares with a par value of Baht 0.50 per share, pursuant to the
resolution of the 2024 Annual General Meeting of Shareholders held on 10 April
2024.
In addition, the Board of Directors also resolved to propose to the
Extraordinary General Meeting of Shareholders No. 1/2026 to consider and approve
the amendment of Clause 4 of the Company's Memorandum of Association to align
with the registered capital reduction
Agenda Item : 2
Agenda Detail : To consider and approve the issuance
and offering of Convertible Bonds to the Company's existing shareholders in
proportion to their shareholding (Right Offering), totaling not exceeding
250,000,000.00 Baht.
Type : To Consider and approve
Board's Resolution : Resolved to propose to the
Extraordinary General Meeting of Shareholders No. 1/2026 to consider and approve
the issuance and offering of Convertible Bonds in a total amount not exceeding
250,000 units at an offering price of 1,000 Baht per unit, with a total offering
value not exceeding 250,000,000.00 Baht, to the Company's existing shareholders
in proportion to their shareholding (Right Offering) (the "Convertible Bonds").
The conversion exercise price is 1.00 Baht per share. Other key details and
conditions of the Convertible Bonds are set out in the Summary of the key
details of the Convertible Bonds of Power Solution Technologies Public Company
Limited No. 1/2026 to be issued and offered to existing shareholders in
proportion to their shareholding (Right Offering) ("Enclosure 1"). The Company
will use the proceeds from the issuance and offering of the Convertible Bonds as
the Company's working capital, as well as for the repayment of the Company's
short-term borrowings and a portion of its outstanding debentures.
The allocation of the Convertible Bonds, totaling not exceeding 250,000 units,
shall be made in full to the Company's existing shareholders in proportion to
their shareholding (Right Offering) at an allocation ratio of 13,858 existing
shares per 1 unit of Convertible Bonds. Any fraction resulting from the
calculation shall be disregarded. Any shareholder holding less than 13,858
shares will not be entitled to subscribe for the Convertible Bonds in proportion
to their shareholding (but may subscribe in excess of their rights). Existing
shareholders who are entitled to the allocation may subscribe for the
Convertible Bonds for less than, equal to, or in excess of their rights, or they
may waive their right to subscribe for the Convertible Bonds being offered. The
Company will allocate the Convertible Bonds fully to shareholders who subscribe
according to their rights first. If there are remaining Convertible Bonds, the
Company will allocate the remaining portion to shareholders who subscribe and
pay for the Convertible Bonds in excess of their rights (until no Convertible
Bonds remain for allocation)
Agenda Item : 3
Agenda Detail : To consider and approve the issuance
and offering of Warrants to Purchase the Company's Ordinary Shares No. 4
(PSTC-W4) totaling not exceeding 1,125,000,000 units, to be allocated to the
Company's existing shareholders who subscribe to and are allocated the
Convertible Bonds offered to existing shareholders in proportion to their
shareholding (Right Offering).
Type : To Consider and approve
Board's Resolution : 3. Resolved to propose to the
Extraordinary General Meeting of Shareholders No. 1/2026 to consider and approve
the issuance and offering of Warrants to Purchase the Company's Ordinary Shares
No. 4 (PSTC-W4), totaling not more than 1,125,000,000 units, or equivalent to
32.47% of the Company's paid-up capital as of the Board of Directors' Meeting
No. 8/2025 on December 15, 2025, to the Company's existing shareholders who
subscribe to and are allocated the Convertible Bonds offered to existing
shareholders in proportion to their shareholding (Right Offering), free of
charge (Zero Baht), at a ratio of 1 Convertible Bond unit to 4,500 units of
Warrant No. 4 (PSTC-W4). The Warrant will have a term of 2 years from the date
of issuance, a warrant exercise ratio of 1 unit per 1 ordinary share, and an
exercise price of 0.35 Baht per share (except in case of exercise price
adjustment). A brief summary of PSTC-W4 details is provided in the Summary of
the key details of Warrants to Purchase Ordinary Shares of Power Solution
Technologies Public Company Limited No. 4 (PSTC-W4) to be allocated to existing
shareholders who subscribe for and are allocated the Convertible Bonds offered
on a Right Offering basis
Agenda Item : 4
Agenda Detail : To consider and approve the increase
of the Company's registered capital and to consider and approve the amendment of
Clause 4 of the Company's Memorandum of Association to align with the
registered capital increase.
Type : To Consider and approve
Board's Resolution : 4. Resolved to propose to the
Extraordinary General Meeting of Shareholders No. 1/2026 to consider and approve
the increase of the Company's registered capital by 687,500,000.00 Baht, from
the existing registered capital of 1,849,953,543.50 Baht divided into
3,699,907,087 ordinary shares with a par value of 0.50 Baht per share, to a new
registered capital of 2,537,453,543.50 Baht divided into 5,074,907,087 ordinary
shares with a par value of 0.50 Baht per share, by issuing 1,375,000,000 new
ordinary shares with a par value of 0.50 Baht per share, to support the issuance
and offering of Convertible Bonds (250,000,000 shares) and the exercise of
rights under Warrants to Purchase the Company's Ordinary Shares No. 4 (PSTC-W4)
(1,125,000,000 shares).
______________________________________________________________________
Issued Convertible Securities
Subject : Issued convertible securities
Date of Board resolution : 15-Dec-2025
Type of allocated securities : Warrants
Allocate to : Other
Details of whom is allocated :
the Company's existing shareholders who subscribe to and are allocated the
Convertible Bonds offered to existing shareholders on a pro-rata basis (Right
Offering)
Number of allotted warrants (units) : 1,125,000,000
Reserved shares for the exercise of : Common shares
warrants
Number of additional shares (shares) : 1,125,000,000
Record date for the right to receive warrants
: 06-Jan-2026
Ex-rights date
: 05-Jan-2026
Offering price (baht per unit) : 0.00
Description of warrants
Warrant Symbol : PSTC-W4
Name of warrant : Warrant to Purchase Ordinary Shares
of Power Solution Technologies Public Company Limited No. 4
Exercise ratio (warrant : share) : 1.00 : 1.00
Exercise price (baht per share) : 0.35
Term of warrants :
2 Years
Type of allocated securities : Convertible debentures
Allocate to : All common shares' shareholders
Number of allotted convertible : 250,000
debentures (units)
Reserved shares for the exercise of : Common shares
convertible debentures
Number of additional shares (shares) : 250,000,000
Ratio (Existing shares : Debenture) : 13,858.00 : 1.00
Record date for the right to receive convertible debentures
: 06-Jan-2026
Ex-rights date : 05-Jan-2026
Offering price (baht per unit) : 1,000.00
Offering date : From 10-Feb-2026 to 16-Feb-2026
Description of convertible debentures
Name of convertible debentures : The Convertible Bonds of Power
Solution Technologies Public Company Limited No. 1/2026, due 2028 with the
issuer's right to early redemption
Conversion ratio(debentures : 1.00 : 1,000.00
:shares)
Conversion price (baht per share) : 1.00
Term of convertible debentures :
2 years from the issue date of the Convertible Bond.
______________________________________________________________________
Increasing Capital
Subject : Specifying the purpose of utilizing
proceeds
Date of Board resolution : 15-Dec-2025
Number of additional common shares : 1,375,000,000
(shares)
Total of additional shares (shares) : 1,375,000,000
Par value (baht per share) : 0.50
Type of allocated securities : Common shares
Allocated to : Reserved shares for the exercise of
convertible securities
Number of allotted shares (shares) : 1,375,000,000
______________________________________________________________________
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