Notification of the Resolutions of the Board of Directors' Meeting No. 9/2025 regarding the Capital Decrease, Capital Increase, Allocation of Newly Issued Ordinary Shares through Private Placement & General Mandate and EGM No. 1/2026 (Revised)

The Stock Exchange of Thailand · 3d ago
Schedule of Shareholders' meeting Subject : Schedule of Extra-General Meeting of Shareholders Date of Board resolution : 17-Dec-2025 Shareholder's meeting date : 28-Jan-2026 Beginning time of meeting (hh:mm) : 14 : 00 Record date for the right to attend the : 05-Jan-2026 meeting Ex-meeting date : 30-Dec-2025 Significant agenda item (New) : - Capital increase Venue of the meeting : Online Agenda Item : 1 Agenda Detail : To consider and certify the minutes of the 2025 Annual General Meeting of Shareholders, which was held on April 30, 2025 Type : To Consider and approve Board's Resolution : The Board agreed to adopt the minutes of Annual General Meeting of Shareholders 2025, held on April 30, 2025 Agenda Item : 2 Agenda Detail : To consider and approve the decrease of the Company's registered capital in the amount of THB 120,000,000, from the existing registered capital of THB 2,713,239,690 to the new registered capital of THB 2,593,239,690, by canceling 80,000,000 shares that have been registered but unsold and the amendment of Clause 4 of the Company's Memorandum of Association to be in line with the decrease in the Company's registered capital Type : To Consider and approve Board's Resolution : The Board agreed to propose to the shareholders' meeting for consideration and approval the decrease of the Company's registered capital in the amount of THB 120,000,000, from the existing registered capital of THB 2,713,239,690 to the new registered capital of THB 2,593,239,690, by canceling 80,000,000 shares that have been registered but unsold, with a par value of THB 1.50 per share, which are shares allocated to accommodate the issuance and offering of newly issued ordinary shares under the General Mandate for offering to Private Placement, as approved by the 2025 Annual General Meeting of Shareholders, held on April 30, 2025 and the Company had not yet issued or offered such shares prior to this capital increase. Agenda Item : 3 Agenda Detail (Update) : To consider and approve the increase of the Company's registered capital in the amount of THB 465,000,000, from the existing registered capital of THB 2,593,239,690 to the new registered capital of THB 3,058,239,690, by issuing not more than 310,000,000 newly issued ordinary shares, with a par value of THB 1.50 per share and the amendment of Clause 4 of the Company's Memorandum of Association to be in line with the increase in the Company's registered capital. Type : To Consider and approve Board's Resolution (Update) : The Board agreed to propose to the shareholders' meeting for consideration and approval an increase of the Company's registered capital in the amount of THB 465,000,000, from the existing registered capital of THB 2,593,239,690 to the new registered capital of THB 3,058,239,690, by issuing not more than 310,000,000 newly issued ordinary shares, with a par value of THB 1.50 per share. Agenda Item : 4 Agenda Detail (Update) : To consider and approve the allocation of newly issued ordinary shares of the Company in an amount not exceeding 310,000,000 shares, with a par value of THB 1.50 per share: 4.1. To consider and approve the allocation of newly issued ordinary shares of the Company in an amount not exceeding 180,000,000 for offering through a Private Placement 4.2. To consider and approve the allocation of newly issued ordinary shares of the Company in an amount not exceeding 130,000,000 under the General Mandate for offering through a Private Placement Type : To Consider and approve Board's Resolution (Update) : The Board agreed to propose to the shareholders' meeting for consideration and approval the allocation of newly issued ordinary shares of the Company in an amount of not more than 310,000,000 shares, with a par value of THB 1.50 per share, with the details as follows: 4.1. Allocation of not more than 180,000,000 newly issued ordinary shares, with a par value of THB 1.50 per share, through a Private Placement, to 3 investors (collectively referred to as the "Private Placement Investors"), whether once or several times, at an offering price of THB 0.44 per share, with a total transaction value of not exceeding THB 79,200,000, with the allocation details as follows: 1) Mr. Ayuth Potch-anant number of allocated shares not exceeding 68,000,000 shares, offering price THB 0.44 per share, total value of allocated shares not exceeding THB 29,920,000 2) Mr. Narongkiat Jirakiat number of allocated shares not exceeding 68,000,000 shares, offering price THB 0.44 per share, total value of allocated shares not exceeding THB 29,920,000 3) Mr. Thanasith Kanitcharangkura number of allocated shares not exceeding 44,000,000 shares, offering price THB 0.44 per share, total value of allocated shares not exceeding THB 19,360,000 4.2. Allocation of newly issued ordinary shares under the General Mandate in an amount of not more than 130,000,000 shares, with a par value of THB 1.50 per share, pursuant to the General Mandate. Agenda Item : 5 Agenda Detail : To consider any other business (if any) Type : To Consider and approve ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 17-Dec-2025 Number of additional common shares : 180,000,000 (shares) Total of additional shares (shares) : 180,000,000 Par value (baht per share) : 1.50 Type of allocated securities : Common shares Allocated to : Private placement (PP) Person(s) receiving allotment(s) : Mr. Ayuth Potch-anant Number of allotted shares (shares) : 68,000,000 % of Paid Up Capital after capital : 4.31 increase Subscription price (baht per share) : 0.44 Allocated to : Private placement (PP) Person(s) receiving allotment(s) : Mr. Narongkiat Jirakiat Number of allotted shares (shares) : 68,000,000 % of Paid Up Capital after capital : 4.31 increase Subscription price (baht per share) : 0.44 Allocated to : Private placement (PP) Person(s) receiving allotment(s) : Mr. Thanasith Kanitcharangkura Number of allotted shares (shares) : 44,000,000 % of Paid Up Capital after capital : 2.79 increase Subscription price (baht per share) : 0.44 Total shares allocated to Private : 180,000,000 Placement (Shares) ______________________________________________________________________ Increasing Capital Subject : Issuance of Additional Shares Under a General Mandate Date of Board resolution : 17-Dec-2025 Number of additional common shares : 130,000,000 (shares) Total of additional shares (shares) : 130,000,000 Par value (baht per share) : 1.50 Type of allocated securities : Common shares Allocated to : Private placement (PP) Number of allotted shares (shares) : 130,000,000 % of Paid-Up capital as of capital : 9.30 increase BOD resolution date Total shares allocated to Private : 130,000,000 Placement (Shares) ______________________________________________________________________ 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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