Resolutions of the Board of Directors' Meeting No. 4/2026 and Schedule for the Extraordinary General Meeting of Shareholders 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 : 06-Oct-2026
Shareholder's meeting date : 30-Nov-2026
Beginning time of meeting (hh:mm) : 14 : 00
Record date for the right to attend the : 20-Oct-2026
meeting
Ex-meeting date : 19-Oct-2026
Significant agenda item :
- Connected transaction
Type of meeting : Physical meeting
Venue of the meeting : The Academy Room, 2nd Floor, SC Group
Building, The Parkland Road, Bang Na Nuea Subdistrict, Bang Na District,
Bangkok 10260
Agenda Item : 1
Agenda Detail : To consider and adopt the minutes of
the Annual General Meeting of Shareholders 2029
Type : To Consider and approve
Board's Resolution : The Board considered the Minutes of
the Annual General Meeting of Shareholders 2026 and deemed it appropriate to
propose the said minutes to the shareholders' meeting for further consideration
and certification.
Agenda Item : 2
Agenda Detail : To consider and approve the
acquisition of the land leasehold right over the area in Map Ta Phut Industrial
Estate and payment of relinquishment remuneration to a related company and the
entry into a land lease agreement with the Industrial Estate Authority of
Thailand
Type : To Consider and approve
Board's Resolution : The Board of Directors (excluding
directors with a conflict of interest) resolved to approve proposing to the
Shareholders' Meeting for consideration and approval of the acquisition of the
land leasehold right in Map Ta Phut Industrial Estate, the payment of
relinquishment remuneration to SC Management Co., Ltd. (SCM), and the entry into
the land lease agreement with the Industrial Estate Authority of Thailand
(IEAT). This transaction constitutes a connected transaction, as Mr. Nattapop
Rattanasuwanthawee, Mr. Nattapong Rattanasuwanthawee, and Mrs. Bongkoch
Rungkornpaisarn serve as common directors and/or shareholders.
In addition, the Board approved the disclosure of the information memorandum to
the Stock Exchange of Thailand (SET) and the appointment of IV Global Securities
Public Company Limited as the Independent Financial Advisor (IFA) to render an
opinion for the shareholders' consideration.
Agenda Item : 3
Agenda Detail : To consider other agenda
Type : To Consider and approve
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Connected transaction
The Board of Directors' Meeting (excluding directors with a conflict of
interest) considered the details and appropriateness of the connected
transaction and resolved to approve NFCW Co., Ltd. ("NFCW"), a wholly-owned
subsidiary of the Company, to acquire the land use right in Map Ta Phut
Industrial Estate, covering a total area of approximately 70 rai, by paying
relinquishment remuneration to SC Management Co., Ltd. ("SCM"), a connected
person, with a total transaction value of THB 455.00 million.
The purpose of this transaction is to expand service offerings and accommodate
land usage for Aibel Thailand Limited ("AIBEL") under Phase 2, which will
generate a stable long-term revenue stream for the Group.
The Board of Directors considered that the transaction is reasonable and in the
best interest of the Company and its shareholders, as it optimizes the
utilization of space within the industrial estate area, and the transaction
value is appropriate and comparable to market prices.
When calculating the transaction size under the Net Asset (NA) criteria based on
the consolidated financial statements as of June 30, 2026, the transaction
value of THB 455.00 million represents 22.42 percent of the Company's net
assets, which exceeds 3.00 percent. Consequently, it constitutes a large-scale
connected transaction. The Board thus resolved to approve proposing the
transaction to the Shareholders' Meeting for approval, approving the disclosure
of the Information Memorandum to the Stock Exchange of Thailand, and appointing
IV Global Securities Public Company Limited as the Independent Financial Advisor
(IFA) to render an opinion on the transaction.
In this regard, the interested directors and/or directors connected to the
counterparty, namely Mr. Nuttaphob Ratanasuwanthawee, Mr. Nataphong
Ratanasuwanthawee, and Mrs. Bongkoch Rungkornpaisarn, abstained from attending
the meeting and voting on this agenda item.
______________________________________________________________________
Acquisition or disposition of assets
Subsequent to Chevron Thailand Exploration and Production, Ltd. (Chevron)
expressing its intention in 2024 to relinquish its land leasehold right to the
Company due to a change in Chevron's investment policy, and given that the
Company was subject to certain restrictions regarding the acquisition of such
leasehold right from Chevron at that time, SC Management Co., Ltd. (SCM) entered
into an agreement to acquire the land leasehold right from Chevron instead.
Currently, the Group plans to enter into an asset acquisition transaction by
acquiring the leasehold right over the aforementioned land (approximately 70
rai) from SCM and entering into a 30-year long-term land lease agreement with
the Industrial Estate Authority of Thailand (IEAT). In this regard, the Company
is in the process of engaging an independent appraiser to evaluate the value of
the land use right, as well as an Independent Financial Advisor (IFA) to
evaluate the reasonableness and maximum benefit of entering into this asset
acquisition and connected transaction, in order to propose the matter for
approval at the Shareholders' Meeting, which is planned to be held within the
fourth quarter of 2026.
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