Board Resolutions on General Mandate, Director Appointment, Holding Company Restructuring, PBT, Convertible Debentures, Capital Increase, Liabilities and EGM No. 1/2026

The Stock Exchange of Thailand · 2d ago
Schedule of Shareholders' meeting Subject : Schedule of Extra-General Meeting of Shareholders Date of Board resolution : 12-Nov-2026 Shareholder's meeting date : 18-Dec-2026 Beginning time of meeting (hh:mm) : 13 : 30 Record date for the right to attend the : 27-Nov-2026 meeting Ex-meeting date : 26-Nov-2026 Significant agenda item : - The issuance of convertible securities - To consider and approve the company's business restructuring Type of meeting : Physical meeting Venue of the meeting : TK. Palace Hotel & Convention, 54/7 Soi Chaeng Watthana 15, Chaeng Watthana Road, Thung Song Hong Subdistrict, Lak Si District, Bangkok 10210, Thailand Agenda Item : 1 Agenda Detail : Acknowledgement of the minutes of the 2026 Annual General Meeting of Shareholders held on 30 April 2026. Type : To acknowledge Board's Resolution : The Board of Directors deems it appropriate to propose the Minutes for acknowledgment. Agenda Item : 2 Agenda Detail : To consider and approve the increase the number of directors from five to nine by appointing four additional directors, including the Chairman of the Board, authorized signatory directors and new directors. Type : To Consider and approve Board's Resolution : The Board recommends the election to serve the new directors. Agenda Item : 3 Agenda Detail : To consider and approve the corporate restructuring by changing the Company's business to a Holding Company and establishing a subsidiary ("Subsidiary No. 1") to receive a Partial Business Transfer (PBT) from the Company. Type : To Consider and approve Agenda Item : 4 Agenda Detail : To consider and approve the issuance and offering of convertible debentures with an aggregate offering value not exceeding THB 20,000 million to specific investors. Type : To Consider and approve Board's Resolution : The Board considers the allocation beneficial to the Company. Agenda Item : 5 Agenda Detail : To consider and approve the increase in registered capital from THB 1,960,680,744 to THB 2,610,680,744 through the issuance of 650,000,000 new ordinary shares with a par value of THB 1.00 each, totaling THB 650,000,000, and amendment of Clause 4 of the Memorandum of Association accordingly. Type : To Consider and approve Board's Resolution : The Board considers the allocation beneficial to the Company. Agenda Item : 6 Agenda Detail : To consider and approve the allocation of 650,000,000 newly issued ordinary shares with a par value of THB 1.00 per share to accommodate conversion of the convertible debentures. Type : To Consider and approve Agenda Item : 7 Agenda Detail : To consider and approve the credit facility for the incurrence of liabilities and/or contingent liabilities, including but not limited to guarantees and/or letters of guarantee, the provision of assets as collateral, and/or the borrowing of assets from other individuals and/or juristic persons to be used as collateral for the incurrence of liabilities, and/or other forms of indebtedness to support projects that generate revenue for the Company and/or its subsidiaries and/or associated companies and/or project customers, with the aggregate outstanding amount at any given time not exceeding THB 20,000 million. Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose that the Shareholders' Meeting approve the incurrence of liabilities and/or contingent liabilities. Agenda Item : 8 Agenda Detail : To consider other matters (if any). Type : To Consider and approve Board's Resolution : The Board deems it appropriate to allow shareholders to raise additional matters. Other business (If any) ______________________________________________________________________ Issued Convertible Securities Subject : Issued convertible securities Date of Board resolution : 12-Nov-2026 Type of allocated securities : Convertible debentures Allocate to : Private placement (PP) Person receiving allotment : LIQUOR VALLEY PTE. LTD. ("LQV") and a Variable Capital Company Fund / Sub-fund established under the laws of Singapore ("LQV VCC") Number of allotted convertible : 650,000,000 debentures (units) Reserved shares for the exercise of : Common shares convertible debentures Number of additional shares (shares) : 650,000,000 Description of convertible debentures Term of convertible debentures : Not exceeding three (3) years from the issuance date of each tranche of the Convertible Debentures. The offering price is lower than the market price : To be specified later. ______________________________________________________________________ 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. If you would like to see the full details of this information, please click view "full details" in attached file.