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Notification of the Resolutions of the BOD Regarding the Investment in 7Solutions Company Limited, the Increase of the Registered Capital, the Offering of Newly Issued Shares through RO and PP, and the Determination of the Date of the EGM No. 2/2026
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Schedule of Shareholders' meeting Subject : Schedule of Extra-General Meeting of Shareholders Date of Board resolution : 15-Oct-2026 Shareholder's meeting date : 25-Nov-2026 Beginning time of meeting (hh:mm) : 14 : 00 Record date for the right to attend the : 02-Nov-2026 meeting Ex-meeting date : 30-Oct-2026 Significant agenda item : - Capital increase - Acquisition and disposition of assets - Connected transaction - Other Matters (if any) Type of meeting : Electronic meeting Venue of the meeting : Electronic meeting (E-EGM) Agenda Item : 1 Agenda Detail : Agenda 1 To consider and certify the minutes of the 2026 Annual General Meeting of Shareholders held on 27 April 2026 Type : To Consider and approve Board's Resolution : The Board of Directors deems it appropriate to propose that the shareholders' meeting consider and adopt the minutes. Agenda Item : 2 Agenda Detail : Agenda 2 To consider and approve the investment by the Company or its subsidiaries in 7Solutions Company Limited ("7Solutions") through the acquisition of 100.00% of its shares, which constitutes an acquisition of assets and a related party transaction Type : To Consider and approve Board's Resolution : The Board of Directors (excluding the director having conflict of interest who did not participate in the consideration and did not vote on this agenda item) is of the opinion that the 7Solutions Investment Transaction is reasonable and in the best interest of the Company and its shareholders. The Board of Directors therefore deems it appropriate to propose that the shareholders' meeting consider and approve the investment by the Company or its subsidiaries in 7Solutions Company Limited ("7Solutions") through the acquisition of 100.00% of its shares, which constitutes an acquisition of assets and a related party transaction. Agenda Item : 3 Agenda Detail : Agenda 2 To consider and approve the investment by the Company or its subsidiaries in 7Solutions Company Limited ("7Solutions") through the acquisition of 100.00% of its shares, which constitutes an acquisition of assets and a related party transaction Type : To Consider and approve Board's Resolution : The Board of Directors (excluding the director having conflict of interest who did not participate in the consideration and did not vote on this agenda item) is of the opinion that the 7Solutions Investment Transaction is reasonable and in the best interest of the Company and its shareholders. The Board of Directors therefore deems it appropriate to propose that the shareholders' meeting consider and approve the investment by the Company or its subsidiaries in 7Solutions Company Limited ("7Solutions") through the acquisition of 100.00% of its shares, which constitutes an acquisition of assets and a related party transaction. Agenda Item : 4 Agenda Detail : Agenda 3 To consider and approve the reduction of the Company's registered capital in the amount of 24,516 Baht, from the existing registered capital of 6,649,127,504 Baht to the new registered capital of 6,649,102,988 Baht, by cancelling 24,516 registered ordinary shares that have not been issued, with a par value of 1.00 Baht per share, and the amendment of Clause 4. of the Company's Memorandum of Association to be in line with the reduction of the registered capital Type : To Consider and approve Board's Resolution : The Board of Directors deems it appropriate to propose that the shareholders' meeting consider and approve the reduction of the Company's registered capital in the amount of 24,516 Baht, from the existing registered capital of 6,649,127,504 Baht to the new registered capital of 6,649,102,988 Baht, by cancelling 24,516 registered ordinary shares that have not been issued, with a par value of 1.00 Baht per share, and the amendment of Clause 4. of the Company's Memorandum of Association to be in line with the reduction of the registered capital. Agenda Item : 5 Agenda Detail : Agenda 4 To consider and approve the increase of the Company's registered capital in the amount of 1,509,930,238 Baht, from the existing registered capital of 6,649,102,988 Baht to the new registered capital of 8,159,033,226 Baht, by issuing not exceeding 1,509,930,238 newly issued ordinary shares, with a par value of 1.00 Baht per share, to accommodate the allocation of newly issued ordinary shares offered to the existing shareholders in proportion to their respective shareholdings (Rights Offering) and to specific investors (Private Placement), and the amendment of Clause 4. of the Company's Memorandum of Association to be in line with the increase of the registered capital Type : To Consider and approve Board's Resolution : The Board of Directors deems it appropriate to propose that the shareholders' meeting consider and approve the increase of the Company's registered capital in the amount of 1,509,930,238 Baht, from the existing registered capital of 6,649,102,988 Baht to the new registered capital of 8,159,033,226 Baht, by issuing not exceeding 1,509,930,238 newly issued ordinary shares, with a par value of 1.00 Baht per share, to accommodate the allocation of newly issued ordinary shares offered to the existing shareholders in proportion to their respective shareholdings (Rights Offering) and to specific investors (Private Placement), and the amendment of Clause 4. of the Company's Memorandum of Association to be in line with the increase of the registered capital. Agenda Item : 6 Agenda Detail : Agenda 5 To consider and approve the allocation of the newly issued ordinary shares of the Company in an amount not exceeding 633,250,238 shares, with a par value of 1.00 Baht per share, to the existing shareholders in proportion to their respective shareholdings (Rights Offering) Type : To Consider and approve Board's Resolution : The Board of Directors deems it appropriate to propose that the shareholders' meeting consider and approve the allocation of the newly issued ordinary shares of the Company in an amount not exceeding 633,250,238 shares, with a par value of 1.00 Baht per share, to the existing shareholders in proportion to their respective shareholdings (Rights Offering). Agenda Item : 7 Agenda Detail : Agenda 6 To consider and approve the allocation of the newly issued ordinary shares of the Company in an amount not exceeding 876,680,000 shares, with a par value of 1.00 Baht per share, to the specific investors (Private Placement) Type : To Consider and approve Board's Resolution : The Board of Directors deems it appropriate to propose that the shareholders' meeting consider and approve the allocation of the newly issued ordinary shares of the Company in an amount not exceeding 876,680,000 shares, with a par value of 1.00 Baht per share, to the specific investors (Private Placement). Agenda Item : 8 Agenda Detail : Agenda 7 To consider other agenda (if any) Type : To Consider and approve Board's Resolution : The Board of Directors deems it appropriate to provide an opportunity for shareholders who wish to propose matters other than those specified in the invitation letter. Such proposals must be made in accordance with the rules and procedures prescribed by law. ______________________________________________________________________ Acquisition or disposition of assets The Board of Directors has resolved to approve proposing to the Extraordinary General Meeting of Shareholders No. 2/2026 to consider and approve the investment in 7Solutions Company Limited ("7Solutions"). The investment in 7Solutions is structured as an acquisition of shares in 7Solutions from Major Company Limited or any other juristic person in which Ms. Jetsadaphorn Fhaihasaengtham and Mr. Panthawat Nakvisut are shareholders, including the approval of entering into the Share Purchase Agreement in 7Solutions and any conditions, including other contracts relating to the investment in 7Solutions, as well as the granting of powers of attorney in relation to the investment in 7Solutions (the "7Solutions Investment Transaction"). The 7Solutions Investment Transaction of the Company constitutes an acquisition of assets by a listed company pursuant to the Notification on Material Transactions. When the size of the transaction is considered according to the calculation methods under the various criteria prescribed in the Notification on Material Transactions, it is found that the maximum transaction size is equal to 86.8 percent, based on the net profit criterion. ______________________________________________________________________ Connected transaction The Board of Directors has resolved to approve proposing to the Extraordinary General Meeting of Shareholders No. 2/2026 to consider and approve the investment in 7Solutions Company Limited ("7Solutions"). The investment in 7Solutions is structured as an acquisition of shares in 7Solutions from Major Company Limited or any other juristic person in which Ms. Jetsadaphorn Fhaihasaengtham and Mr. Panthawat Nakvisut are shareholders, including the approval of entering into the Share Purchase Agreement in 7Solutions and any conditions, including other contracts relating to the investment in 7Solutions, as well as the granting of powers of attorney in relation to the investment in 7Solutions (the "7Solutions Investment Transaction"). The entering into the 7Solutions Investment Transaction constitutes a related party transaction under the Notification on Related Party Transactions, because Mr. Panthawat Nakvisut is an ultimate shareholder. Following the restructuring of 7Solutions Mr. Panthawat Nakvisut will hold 12,500 shares, representing 25.0 percent of the total issued shares of 7Solutions. In this regard, Mr. Panthawat Nakvisut serves as the Chairman of the Board of Directors of the Company and is a major shareholder of the Company, holding 1,607,000,000 shares, representing 28.20 percent of the total issued shares of the Company, and is therefore a related party of the Company under the Notification on Related Party Transactions. The size of the related party transaction is equal to 108.1 percent of the Company's net asset value. Having considered the transaction value, it is found that the transaction value is higher than 20 million Baht and higher than 3.0 percent of the Company's net asset value (925 million Baht). ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 15-Oct-2026 Number of additional common shares : 633,250,238 (shares) Total of additional shares (shares) : 633,250,238 Par value (baht per share) : 1.00 Type of allocated securities : Common shares Allocated to : All Common shares' shareholders Number of allotted shares (shares) : 633,250,238 Ratio (Old : New) : 9.00 : 1.00 Subscription price (baht per share) : 0.50 Record date for the right to : 02-Nov-2026 subscribe additional shares Ex-Rights Date (XR) : 30-Oct-2026 ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 15-Oct-2026 Number of additional common shares : 876,680,000 (shares) Total of additional shares (shares) : 876,680,000 Par value (baht per share) : 1.00 Type of allocated securities : Common shares Allocated to : Private placement (PP) Person receiving allotment : Ms. Jetsadaphorn Fhaihasaengtham Number of allotted shares (shares) : 713,780,000 % of Paid Up Capital after capital : 10.85 increase Subscription price (baht per share) : 0.50 The offering price is lower than the market price : No Allocated to : Private placement (PP) Person receiving allotment : Mr. Vichit Jiruttitijareon Number of allotted shares (shares) : 64,900,000 % of Paid Up Capital after capital : 0.99 increase Subscription price (baht per share) : 0.50 The offering price is lower than the market price : No Allocated to : Private placement (PP) Person receiving allotment : Mr. Eakkalurk Sangsareedumrong Number of allotted shares (shares) : 48,000,000 % of Paid Up Capital after capital : 0.73 increase Subscription price (baht per share) : 0.50 The offering price is lower than the market price : No Allocated to : Private placement (PP) Person receiving allotment : Mr. Natchanon Sakdapisit Number of allotted shares (shares) : 30,000,000 % of Paid Up Capital after capital : 0.46 increase Subscription price (baht per share) : 0.50 The offering price is lower than the market price : No Allocated to : Private placement (PP) Person receiving allotment : Mr. Yossakorn Tripattanapong Number of allotted shares (shares) : 20,000,000 % of Paid Up Capital after capital : 0.30 increase Subscription price (baht per share) : 0.50 The offering price is lower than the market price : No Total shares allocated to Private : 876,680,000 Placement (Shares) ______________________________________________________________________ More detail : The Company has determined that the date for determining the list of shareholders entitled to be allocated and offered the newly issued ordinary shares, for offering to the existing shareholders proportionate to their respective shareholdings (Record Date), would be 2 November 2026. However, the determination of the right to subscribe for and to be allocated such newly issued ordinary shares remains uncertain until the approval is obtained from the Extraordinary General Meeting of Shareholders. ______________________________________________________________________ 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. 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