Schedule of Shareholders' meeting
Subject : Schedule of Extra-General Meeting of
Shareholders
Date of Board resolution : 26-Aug-2026
Shareholder's meeting date : 02-Oct-2026
Beginning time of meeting (hh:mm) : 10 : 30
Record date for the right to attend the : 09-Sep-2026
meeting
Ex-meeting date : 08-Sep-2026
Significant agenda item :
- Capital increase
- The issuance of convertible securities
- To consider and approve the amendment of Article of the Company's Memorandum
of Association to reflect the capital reduction
Type of meeting : Physical meeting
Venue of the meeting : Meeting Room, 3rd floor, AJ Advance
Technology Public Company Limited, No. 427/2, Rama 2 Rd., Samaedam,
Bangkhunthian, Bangkok 10150
Agenda Item : 1
Agenda Detail : To consider and adopt the minutes of
the 2026 Annual General Meeting of Shareholders, held on 23 April 2026.
Type : To Consider and approve
Board's Resolution : The Board has approved the
correctness of the minutes of the 2026 Annual General Meeting of Shareholders,
held on 23 April 2026, and recommends that the shareholders certify them.
Agenda Item : 2
Agenda Detail : To consider and approve the decrease
of the Company's registered capital by 408,822,159.90 Baht from the existing
registered capital of 983,143,420.60 Baht to the new registered capital of
574,321,260.70 Baht and approve the amendment of Clause 4 of the Company's
Memorandum of Association to reflect the decrease of the Company's registered
capital.
Type : To Consider and approve
Board's Resolution : The Board resolved to propose to the
shareholders' meeting for consideration and approval the decrease of the
Company's registered capital by 408,822,159.90 Baht by canceling 4,088,221,599
unsold ordinary shares with a par value of 0.10 Baht per share, which remain
from the following allotments:
(1) the remaining ordinary shares from the allotment to support the exercise of
the rights of the expiring convertible debentures in the amount of
1,626,844,769 shares,
(2) the remaining ordinary shares from the allotment to support the exercise of
the rights of the shares issued to one specific investor which has unsold in
the amount of 568,010,038 shares,
(3) the remaining ordinary shares from the allocation to support the exercise
of the rights of the capital increase by offering new shares to existing
shareholders in proportion to the of the shareholding of the shares that have
unsold in the amount of 315,561,132 shares, and
(4) the remaining ordinary shares from the allotment to accommodate the exercise
of the warrants to purchase the Company's ordinary shares No. 5 (AJA-W5) which
have unsold in the amount of 1,577,805,660 shares,
and to propose the amendment of the Company's Memorandum of Association Clause
4.
Agenda Item : 3
Agenda Detail : To consider and approve issuance and
offering of convertible debentures to private placement.
Type : To Consider and approve
Board's Resolution : The Board deemed it appropriate to
propose that the shareholders' meeting consider and approve the issuance and
offering of newly issued convertible debentures of the Company with a total
offering value of not exceeding Baht 700,000,000 via Private Placement to
Advance Opportunities Fund ("AO Fund") and Advance Opportunities Fund 1 ("AO
Fund 1"). Such persons do not have any relationship with the directors,
executives, and major shareholders of the Company, and therefore, are not
considered connected persons of the Company pursuant to the Notification of the
Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected
Transactions and the Notification of the Board of Governors of the Stock
Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed
Companies Concerning Connected Transactions B.E. 2546 (collectively referred to
as the "Connected Transaction Notifications").The Company has important terms
and conditions the conversion price is not less than 90 percent of market price.
"The market price" shall be calculated based on the weighted average price of
the Company's shares trading on the Stock Exchange of Thailand (SET) for not
less than 7 consecutive business days but not exceeding 15 consecutive business
days prior to the day the convertible debenture holders exercise their
conversion rights.
Agenda Item : 4
Agenda Detail : To consider and approve increasing
registered capital of the Company of 135,000,000 Baht from existing registered
capital of 574,321,260.70 Baht to 709,321,260.70 Baht, and amendment of
memorandum of association Clause 4 on registered capital to align with increase
in registered capital.
Type : To Consider and approve
Board's Resolution : The Board deemed it appropriate to
propose that the shareholders' meeting consider and approve the increase of the
Company's registered capital by Baht 135,000,000.00, from the existing
registered capital of Baht 574,321,260.70 to the new registered capital of Baht
709,321,260.70, by issuing not exceeding 1,350,000,000 newly issued ordinary
shares with a par value of Baht 0.10 per share to accommodate the exercise of
the conversion rights of the convertible debentures issued and offered via
Private Placement, as well as to approve the amendment of Clause 4 of the
Company's Memorandum of Association to reflect the said capital reduction.
Agenda Item : 5
Agenda Detail : To consider and approve allocation of
newly issued ordinary shares of the Company to reserve for convertible
debentures offered to private placement.
Type : To Consider and approve
Board's Resolution : The Board deemed it appropriate to
propose that the Annual General Meeting of Shareholders consider and approve the
allotment of the Company's newly issued ordinary shares, whether in a single or
multiple allocations, in the amount of not exceeding 1,350,000,000 shares with
a par value of Baht 0.10 per share (representing 23.51% of the total paid-up
shares of the Company as of the Board of Directors' Meeting No. 6/2026 held on
26 August 2026, which does not exceed 50% of the total paid-up shares of the
Company). This allotment is to accommodate the exercise of the conversion rights
of the convertible debentures issued and offered via Private Placement to
Advance Opportunities Fund ("AO Fund") and Advance Opportunities Fund 1 ("AO
Fund 1"). Such persons do not have any relationship with the directors,
executives, and major shareholders of the Company, and therefore, are not
considered connected persons of the Company pursuant to the Connected
Transaction Notifications.
Agenda Item : 6
Agenda Detail : To consider other agenda (if any)
Type : To Consider and approve
______________________________________________________________________
Issued Convertible Securities
Subject : Issued convertible securities
Date of Board resolution : 26-Aug-2026
Type of allocated securities : Convertible debentures
Allocate to : Private placement (PP)
Person receiving allotment :
Advance Opportunities Fund ("AO Fund") and Advance Opportunities Fund 1
("AO Fund 1")
Reserved shares for the exercise of : Common shares
convertible debentures
Number of additional shares (shares) : 1,350,000,000
Description of convertible debentures
Name of convertible debentures : Convertible Debentures of AJ Advance
Technology Public Company Limited
Term of convertible debentures :
3 years after the issuance of each Tranche
The offering price is lower than the market price : No
______________________________________________________________________
Increasing Capital
Subject : Specifying the purpose of utilizing
proceeds
Date of Board resolution : 26-Aug-2026
Number of additional common shares : 1,350,000,000
(shares)
Total of additional shares (shares) : 1,350,000,000
Par value (baht per share) : 0.10
Type of allocated securities : Common shares
Allocated to : Reserved shares for the exercise of
convertible securities
Number of allotted shares (shares) : 1,350,000,000
______________________________________________________________________
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