Notification of the Board Resolution No. 8/2025 on capital reduction and increase, issuance of convertible bonds to existing shareholders, allocation of PSTC-W4 warrants, and details of EGM No. 1/2026 (record date)

The Stock Exchange of Thailand · 1d ago
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 ______________________________________________________________________ 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. 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