Notification of the Board of Directors' Resolutions Issue and Offer of Convertible Debentures Capital Decrease, Capital Increase, Amendment of Memorandum of Association and Convening of Extraordinary General Meeting of Shareholders No.1/2026

The Stock Exchange of Thailand · 1d ago
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 ______________________________________________________________________ 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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