Notification of the BOD Meeting Re: the investment in Inventech Systems (Thailand) Co.,Ltd., the Appointment of an Independent Financial Advisor, and the convening of the Extraordinary General Meeting of Shareholders No. 1/2026

The Stock Exchange of Thailand · 5d ago
Schedule of Shareholders' meeting Subject : Schedule of Extra-General Meeting of Shareholders Date of Board resolution : 07-Jan-2026 Shareholder's meeting date : 20-Feb-2026 Beginning time of meeting (hh:mm) : 14 : 00 Record date for the right to attend the : 21-Jan-2026 meeting Ex-meeting date : 20-Jan-2026 Significant agenda item : - Acquisition and disposition of assets Type of meeting : Electronic meeting Venue of the meeting : Electronic meeting Agenda Item : 1 Agenda Detail : To consider and adopt the minutes of the Extraordinary General Meeting of Shareholders No. 2/2025 held on 12 September 2025 Type : To Consider and approve Board's Resolution : The Board of Directors has considered that the minutes of the Extraordinary General Meeting No. 2/2025, held on 12 September 2025, has been recorded accurately and truthfully, and therefore deems it appropriate to propose it to the shareholders' meeting for approval. Agenda Item : 2 Agenda Detail : To consider and approve the investment in Inventech Systems (Thailand) Co.,Ltd. Type : To Consider and approve Board's Resolution : The Board of Directors is of the opinion that this investment is reasonable and is in the best interests of the Company and its shareholders. Accordingly, the Board deems it appropriate to propose that the shareholders' meeting consider and approve the agenda items relating to the investment transaction in Inventech, based on the following factors: 1. The investment in Inventech represents an expansion of the Company's business in accordance with its strategic plan to grow into the technology sector, which is a business with strong potential for revenue growth, high scalability, and relatively lower operating costs compared to other businesses. In addition, the Tech sector is aligned with prevailing mega trends, in particular digital transformation, which supports sustainable growth and long-term competitiveness. 2. The investment in Inventech will help diversify the Company's revenue base and reduce reliance on income generated from PayGenix's payment services business, thereby enhancing the diversity of the Company's business operations. In addition, the investment is expected to introduce new revenue streams within the group and strengthen the Company's long-term financial stability, which in turn will support sustainable value creation for shareholders over the long term. 3. The continuation of Inventech's existing management in their executive roles for a minimum period of 5 years will enable the Company to maintain continuity in management and business operations in a smooth and orderly manner. Furthermore, the retention of the existing management team will facilitate the transfer of experience and management expertise to the Company's team and any newly appointed executives, thereby enhancing the Company's capability to support sustainable business expansion in the future. 4. The investment in Inventech will provide the Company with additional high-quality resources to support the development and strengthening of businesses within the group. This will enable the Company to expand its scope of operations and enhance efficiency in the development of systems and products, while also supporting long-term growth and increasing revenue from a broader range of services over time. Agenda Item : 3 Agenda Detail : To acknowledge the investment in Nestifly Co., Ltd. Type : To acknowledge Board's Resolution : The Board of Directors is of the opinion that the investment transaction in Nestifly is reasonable and in the best interests of the Company and its shareholders. This is because Nestifly is the first and only operator in Thailand of an electronic system or network for peer-to-peer lending transactions (Peer-to-Peer Lending Platform) to have been licensed by the Ministry of Finance and regulated by the Bank of Thailand, which constitutes a significant competitive advantage. The licensing requirements and approval process for such business are subject to stringent criteria, resulting in barriers to entry and making it difficult for new competitors to enter the market in the short term. In addition, the investment in Nestifly represents an expansion of the Company's business in line with its business expansion plan to enter into the technology sector, which offers potential upside from businesses aligned with key mega trends, and enhances the Company's competitive capabilities by increasing its potential to expand its business portfolio into high-growth digital financial businesses. Furthermore, such investment is expected to generate long-term cash flows for the Company in the future, increase revenue from a diversified range of services, and reduce risks associated with reliance on any single line of business. ______________________________________________________________________ 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. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement. 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