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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
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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 ______________________________________________________________________ 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.
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