Resolutions of the Board of Directors' Meeting No. 6/2569 and Determination of the Date for the Extraordinary General Meeting of Shareholders No. 1/2569

The Stock Exchange of Thailand · 2d ago
Schedule of Shareholders' meeting
Subject : Schedule of Extra-General Meeting of
Shareholders
Date of Board resolution : 29-Oct-2026
Shareholder's meeting date : 09-Dec-2026
Beginning time of meeting (hh:mm) : 14 : 00
Record date for the right to attend the : 18-Nov-2026
meeting
Ex-meeting date : 17-Nov-2026
Significant agenda item :
- 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 : Electronic meeting
Venue of the meeting : Electronic meeting
Agenda Item : 1
Agenda Detail : To consider and approve the reduction
of the Company's unissued registered capital, and to consider and approve the
amendment of Clause 4 of the Company's Memorandum of Association to be
consistent with the reduction of the Company's registered capital.
Type : To Consider and approve
Board's Resolution : The Board of Directors resolved to
propose that the Extraordinary General Meeting of Shareholders No. 1/2026
consider and approve a reduction of the Company's registered capital by Baht
187,500,000.00, from the existing registered capital of Baht 565,500,000.00,
divided into 1,131,000,000 ordinary shares with a par value of Baht 0.50 per
share, to a new registered capital of Baht 378,000,000.00, divided into
756,000,000 ordinary shares with a par value of Baht 0.50 per share. The
reduction will be made by eliminating 375,000,000 unissued ordinary shares with
a par value of Baht 0.50 per share, which were allocated pursuant to the
resolution of the 2025 Annual General Meeting of Shareholders held on 22 April
2025, as follows:
(1) 25,000,000 ordinary shares reserved for the conversion of the Company's
Convertible Debentures No. 1/2025, issued and offered to existing shareholders
in proportion to their shareholdings (Rights Offering); and
(2) 350,000,000 ordinary shares reserved for the exercise of rights under the
Company's Warrants to Purchase Ordinary Shares No. 1 (BTW-W1), to be allocated
to existing shareholders of the Company who subscribed for and were allocated
the above-mentioned convertible debentures.
In addition, the Board of Directors resolved to propose that the Extraordinary
General Meeting of Shareholders No. 1/2026 consider and approve an amendment to
Clause 4 of the Company's Memorandum of Association to be consistent with the
reduction of the Company's registered capital.
Agenda Item : 2
Agenda Detail : To consider and approve the increase
of the Company's registered capital, and to consider and approve the amendment
of Clause 4 of the Company's Memorandum of Association to be consistent with the
increase of the Company's registered capital.
Type : To Consider and approve
Board's Resolution : The Board of Directors resolved to
propose that the Extraordinary General Meeting of Shareholders No. 1/2026
consider and approve an increase of the Company's registered capital by Baht
1,152,900,000.00, from the existing registered capital of Baht 378,000,000.00,
divided into 756,000,000 ordinary shares with a par value of Baht 0.50 per
share, to a new registered capital of Baht 1,530,900,000.00, divided into
3,061,800,000 ordinary shares with a par value of Baht 0.50 per share. The
increase will be made by issuing up to 2,305,800,000 new ordinary shares with a
par value of Baht 0.50 per share, to accommodate the conversion of the
convertible debentures in an amount of up to 15,000,000 shares; the exercise of
rights under BTW-W1 in an amount of up to 363,000,000 shares; the offering of RO
shares in an amount of up to 1,134,000,000 shares; the exercise of rights under
BTW-W2 in an amount of up to 567,000,000 shares; the allocation of newly issued
ordinary shares under a General Mandate to be offered to existing shareholders
in proportion to their shareholdings (Rights Offering) in an amount of up to
151,200,000 shares; and the allocation of newly issued ordinary shares under a
General Mandate to be offered to a limited number of investors (Private
Placement) in an amount of up to 75,600,000 shares.
In addition, the Board of Directors resolved to propose that the Extraordinary
General Meeting of Shareholders No. 1/2026 consider and approve an amendment to
Clause 4 of the Company's Memorandum of Association to be consistent with the
increase of the Company's registered capital.
Agenda Item : 3
Agenda Detail : To consider and approve the issuance
and offering of convertible debentures to the Company's existing shareholders
who are entitled to the allocation in proportion to their shareholdings (Rights
Offering), in an amount not exceeding Baht 30,000,000.00.
Type : To Consider and approve
Board's Resolution : The Board of Directors resolved to
propose that the Extraordinary General Meeting of Shareholders No. 1/2026
consider and approve the issuance and offering of convertible debentures in a
total amount of up to 30,000 units, at an offering price of Baht 1,000 per
convertible debenture unit, for a total offering value of up to Baht
30,000,000.00, to the Company's existing shareholders who are entitled to the
allocation in proportion to their shareholdings (Rights Offering), at an
allocation ratio of 25,200 existing shares to 1 convertible debenture unit. The
conversion price is Baht 2.00 per share, equivalent to a conversion ratio of 1
convertible debenture unit to 500 ordinary shares. Other significant details and
conditions of the convertible debentures are as set out in the Summary of Key
Terms of the Convertible Debentures of BT Wealth Industries Public Company
Limited No. 1/2026 to be issued and offered to existing shareholders in
proportion to their shareholdings (Rights Offering) ("Enclosure 1").
Agenda Item : 4
Agenda Detail : To consider and approve the issuance
and allocation of the Company's Warrants to Purchase Ordinary Shares No. 1
(BTW-W1), in an amount of up to 363,000,000 units, to be allocated to the
Company's existing shareholders who subscribed for and were allocated the
convertible debentures issued and offered to existing shareholders in proportion
to their shareholdings (Rights Offering).
Type : To Consider and approve
Board's Resolution : The Board of Directors resolved to
propose that the Extraordinary General Meeting of Shareholders No. 1/2026
consider and approve the issuance and allocation of the Company's Warrants to
Purchase Ordinary Shares No. 1 (BTW-W1) ("BTW-W1"), in an amount of up to
363,000,000 units, representing 48.02 percent of the total issued and paid-up
shares of the Company as of the date of the Board of Directors' Meeting No.
6/2026, held on 29 October 2026, to be allocated to the Company's existing
shareholders who subscribed for and were allocated the convertible debentures
issued and offered to existing shareholders in proportion to their shareholdings
(Rights Offering), at no cost (Baht zero), at an allocation ratio of 1
convertible debenture unit to 12,100 BTW-W1 units. The warrants will have a term
of 5 years from the date of issuance, an exercise ratio of 1 unit to 1 ordinary
share, and an exercise price of Baht 0.10 per share (subject to adjustment of
the exercise price). A summary of the key terms of BTW-W1 is set out in the
Summary of Key Terms of the Warrants to Purchase Ordinary Shares of BT Wealth
Industries Public Company Limited No. 1 (BTW-W1), to be allocated to existing
shareholders of the Company who subscribed for and were allocated the
convertible debentures issued and offered to existing shareholders in proportion
to their shareholdings (Rights Offering), and the Impact on Shareholders
("Enclosure 2").
Agenda Item : 5
Agenda Detail : To consider and approve the issuance
and allocation of the Company's Warrants to Purchase Ordinary Shares No. 2
(BTW-W2), in an amount of up to 567,000,000 units, to be allocated to the
Company's existing shareholders who subscribed for and were allocated the newly
issued ordinary shares issued and offered to existing shareholders in proportion
to their shareholdings (Rights Offering).
Type : To Consider and approve
Board's Resolution : The Board of Directors resolved to
propose that the Extraordinary General Meeting of Shareholders No. 1/2026
consider and approve the issuance and allocation of the Company's Warrants to
Purchase Ordinary Shares No. 2 (BTW-W2) ("BTW-W2"), in an amount of up to
567,000,000 units, representing 30.00 percent of the total issued and paid-up
shares of the Company as of the date of the Board of Directors' Meeting No.
6/2026, held on 29 October 2026, when combined with the newly issued ordinary
shares offered to existing shareholders in proportion to their shareholdings
(Rights Offering) ("RO Shares") in this offering, to be allocated to the
Company's existing shareholders who subscribed for and were allocated the RO
Shares, at no cost (Baht zero), at an allocation ratio of 2 RO Shares to 1
BTW-W2 unit (any fractions resulting from the calculation will be disregarded).
The warrants will have a term of 5 years from the date of issuance, an exercise
ratio of 1 unit to 1 ordinary share, and an exercise price of Baht 0.10 per
share (subject to adjustment of the exercise price). A summary of the key terms
of BTW-W2 is set out in the Summary of Key Terms of the Warrants to Purchase
Ordinary Shares of BT Wealth Industries Public Company Limited No. 2 (BTW-W2),
to be allocated to existing shareholders of the Company who subscribed for and
were allocated the newly issued ordinary shares offered to existing shareholders
in proportion to their shareholdings (Rights Offering), and the Impact on
Shareholders ("Enclosure 3").
Agenda Item : 6
Agenda Detail : To consider and approve the
allocation of the Company's newly issued ordinary shares.
Type : To Consider and approve
Board's Resolution : The Board of Directors resolved to
propose that the Extraordinary General Meeting of Shareholders No. 1/2026
consider and approve the allocation of up to 2,305,800,000 newly issued ordinary
shares, the details of which are as follows:
1. Allocation of newly issued ordinary shares to accommodate the conversion of
the convertible debentures, in a total amount of up to 15,000,000 shares;
2. Allocation of newly issued ordinary shares to accommodate the exercise of
rights under BTW-W1, in a total amount of up to 363,000,000 shares;
3. Allocation of newly issued ordinary shares to be offered to existing
shareholders in proportion to their shareholdings (Rights Offering), in a total
amount of up to 1,134,000,000 shares;
4. Allocation of newly issued ordinary shares to accommodate the exercise of
rights under BTW-W2, in a total amount of up to 567,000,000 shares
5. Allocation of newly issued ordinary shares under a General Mandate, in an
amount of up to 226,800,000 shares with a par value of Baht 0.50 per share,
representing not more than 30 percent of the Company's paid-up capital as of the
date on which the Board of Directors resolved to increase the registered
capital under the General Mandate, the details of which are as follows:
5.1 Allocation of newly issued ordinary shares to existing shareholders in
proportion to their shareholdings (Rights Offering), in an amount of up to
151,200,000 shares; and
5.2 Allocation of newly issued ordinary shares to a limited number of investors
(Private Placement), in an amount of up to 75,600,000 shares.
Agenda Item : 7
Agenda Detail : To consider other matters (if any).
Type : To Consider and approve
______________________________________________________________________
Issued Convertible Securities
Subject : Issued convertible securities
Date of Board resolution : 29-Oct-2026
Type of allocated securities : Warrants
Allocate to : Existing Shareholders who subscribe
for additional shares
Number of allotted warrants (units) : 567,000,000
Reserved shares for the exercise of : Common shares
warrants
Number of additional shares (shares) : 567,000,000
Ratio (additional shares : Warrant) : 2.00 : 1.00
Offering price (baht per unit) : 0.00
Description of warrants
Warrant Symbol : BTW?W2
Name of warrant : Warrants to Purchase Ordinary Shares
of BT Wealth Industries Public Company Limited No. 2
Exercise ratio (warrant : share) : 1.00 : 1.00
Exercise price (baht per share) : 0.10
Term of warrants :
Term of 5 years from the date of issuance of the warrants
Allocate to : Other
Details of whom is allocated :
Existing shareholders of the Company who subscribed for and were allocated the
convertible debentures issued and offered to existing shareholders in
proportion to their shareholdings (Rights Offering)
Number of allotted warrants (units) : 363,000,000
Reserved shares for the exercise of : Common shares
warrants
Number of additional shares (shares) : 363,000,000
Record date for the right to receive warrants
: 18-Nov-2026
Ex-rights date
: 17-Nov-2026
Offering price (baht per unit) : 0.00
Description of warrants
Warrant Symbol : BTW?W1
Name of warrant : Warrants to Purchase Ordinary Shares
of BT Wealth Industries Public Company Limited No. 1
Exercise ratio (warrant : share) : 1.00 : 1.00
Exercise price (baht per share) : 0.10
Term of warrants :
Term of 5 years from the date of issuance of the warrants
Type of allocated securities : Convertible debentures
Allocate to : All common shares' shareholders
Number of allotted convertible : 30,000
debentures (units)
Reserved shares for the exercise of : Common shares
convertible debentures
Number of additional shares (shares) : 15,000,000
Ratio (Existing shares : Debenture) : 25,200.00 : 1.00
Record date for the right to receive convertible debentures
: 18-Nov-2026
Ex-rights date : 17-Nov-2026
Offering price (baht per unit) : 1,000.00
Offering date : From 23-Dec-2026 to 29-Dec-2026
Description of convertible debentures
Name of convertible debentures : Convertible Debentures of BT Wealth
Industries Public Company Limited No. 1/2026, with an early redemption right for
the issuer prior to the maturity date, and a conditional early redemption right
for the bondholders prior to the maturity date
Conversion ratio(debentures : 1.00 : 500.00
:shares)
Conversion price (baht per share) : 2.00
Term of convertible debentures :
2 years from the date of issuance of the convertible debentures
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