Announcing the resolutions of the Company Board of Directors meeting No. 12/2026 and setting the date for the Extraordinary General Meeting of Shareholders No. 3/2026.

The Stock Exchange of Thailand · 2d ago
Schedule of Shareholders' meeting Subject : Schedule of Extra-General Meeting of Shareholders Date of Board resolution : 15-Sep-2026 Shareholder's meeting date : 27-Nov-2026 Beginning time of meeting (hh:mm) : 14 : 00 Record date for the right to attend the : 30-Oct-2026 meeting Ex-meeting date : 29-Oct-2026 Significant agenda item : - Capital increase - Acquisition and disposition of assets Type of meeting : Electronic meeting Venue of the meeting : Electronic meeting Agenda Item : 1 Agenda Detail : To Consider approving the minutes of the Extraordinary General Meeting of Shareholders No. 2/2026. Type : To Consider and approve Board's Resolution : The board of directors deems it appropriate to submit the minutes of the Extraordinary General Meeting of Shareholders No. 2/2026 to the shareholders' meeting for consideration and approval. Agenda Item : 2 Agenda Detail : To Consider approving the investment in Rasmi Bhumi Anti-Aging Beauty Co., Ltd., which is classified as a significant and related party transaction. Type : To Consider and approve Board's Resolution : The board of directors deems it appropriate to propose to the extraordinary general meeting of shareholders for consideration and approval of the investment in Rasmi Bhumi Anti-Aging Beauty Co., Ltd., which is classified as a significant transaction and a related party transaction. Agenda Item : 3 Agenda Detail : To Consider and approve the increase in the company's registered capital and the amendment of Article 4 of the Memorandum of Association to reflect the increase in registered capital. Type : To Consider and approve Board's Resolution : The Board of Directors deems it appropriate to propose to the Extraordinary General Meeting of Shareholders for consideration and approval of the increase in the Company's registered capital and the amendment of Article 4 of the Memorandum of Association to reflect the increase in registered capital. Agenda Item : 4 Agenda Detail : To Consider approving the allocation of newly issued ordinary shares to a limited group of individuals, which constitutes a significant new share offering and a related party transaction, at a price below par value. Type : To Consider and approve Board's Resolution : The board of directors deems it appropriate to propose to the extraordinary general meeting of shareholders for consideration and approval the allocation of newly issued ordinary shares to a limited group of individuals, which falls under the category of a significant new share offering and a related party transaction, at a price below par value. Agenda Item : 5 Agenda Detail : To Consider approving the request for a waiver from the mandatory tender offer for all securities of the company based on a shareholders' meeting resolution (Whitewash). Type : To Consider and approve Board's Resolution : The board of directors deems it appropriate to propose to the extraordinary general meeting of shareholders for approval the request for a waiver from the mandatory tender offer for all securities of the company, based on a shareholders' resolution (Whitewash). Agenda Item : 6 Agenda Detail : To consider other agenda (if any) Type : To Consider and approve ______________________________________________________________________ Acquisition or disposition of assets Approval of the investment in Rasmi Bhumi Anti-Aging Beauty Co., Ltd., acquiring 20,021,027 shares, representing 92% of RSP's total issued shares, for a total value of 1,195,000,000.00 THB from two sellers as follows: 1. Transfer of the entire business from Rasmi Bhumi Holding (Thailand) Co., Ltd., valued at 850,000,000 THB, representing 65.44%. 2. Purchase of shares from Rasmi Bhumi Holding (Hong Kong) Co., Ltd., representing 26.56%, for a total value of 345,000,000 THB, payable in cash. ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 15-Sep-2026 Number of additional common shares : 85,000,000,000 (shares) Total of additional shares (shares) : 85,000,000,000 Par value (baht per share) : 1.00 Type of allocated securities : Common shares Allocated to : Private placement (PP) Person receiving allotment : Rassapoom Holding (Thailand) Co., Ltd. Number of allotted shares (shares) : 85,000,000,000 % of Paid Up Capital after capital : 28.46 increase Subscription price (baht per share) : 0.01 The offering price is lower than the market price : No Subscription period : From 27-Nov-2026 to 28-Feb-2027 Total shares allocated to Private : 85,000,000,000 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. 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. 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