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)
______________________________________________________________________
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