Notification of the Resolutions of the Board of Directors' Meeting No.8/2026 regarding the Related Party Transaction, compensation of accumulated losses, capital increase, Rights Offering, and determination of the date of the EGM No.1/2026 (Revised)

Schedule of Shareholders' meeting Subject : Schedule of Extra-General Meeting of Shareholders Date of Board resolution : 06-Aug-2026 Shareholder's meeting date : 14-Sep-2026 Beginning time of meeting (hh:mm) : 10 : 30 Record date for the right to attend the : 20-Aug-2026 meeting Ex-meeting date : 19-Aug-2026 Significant agenda item (Update) : - Connected transaction Type of meeting : Physical meeting Venue of the meeting : At the Grand Panorama Room, 14th Floor, The Emerald Hotel, No. 99/1 Ratchadaphisek Road, Din Daeng Sub-district, Din Daeng District, Bangkok 10400 Agenda Item : 1 Agenda Detail (Update) : To consider and adopt the minutes of the Annual General Meeting of Shareholders 2025 Type : To Consider and approve Board's Resolution (New) : The Board considered the Minutes of the Annual General Meeting of Shareholders 2025 and deemed it appropriate to propose the said minutes to the shareholders' meeting for further consideration and certification. Agenda Item : 2 Agenda Detail (Update) : To consider and approve the Related Party Transaction in relation to the acquisition of land from a related party. Type : To Consider and approve Board's Resolution (New) : The Meeting, excluding the directors with an interest in the transaction, resolved to approve the entry into the connected transaction involving the acquisition of land from connected persons, as the Company and its Subsidiary have plans to develop residential housing projects in several locations, namely: (1) Phimonrat, Nonthaburi; (2) Bang Saen, Chon Buri; (3) Rayong (Behind the Sports Stadium); and (4) Panthinya, Suwinthawong. The acquisition is intended to increase the Company's sources of revenue. The aforementioned land is located in areas with high potential in terms of location and is suitable for the development of low-rise residential real estate projects. The landowners have relationships that qualify them as "connected persons" under the criteria prescribed by the Securities and Exchange Commission (SEC). Agenda Item : 3 Agenda Detail (Update) : To consider and approve the transfer of the statutory reserve of THB 13,287,118.97 and the share premium in the amount of THB 88,750,822.16 to compensate for the accumulated losses of the Company as shown in the Company's separate financial statements for the accounting period ended June 30, 2026. Type : To Consider and approve Board's Resolution (New) : To consider and approve the transfer of the statutory reserve of THB 13,287,118.97 and the share premium in the amount of THB 88,750,822.16 to compensate for the accumulated losses of the Company as shown in the Company's separate financial statements for the accounting period ended June 30, 2026. Agenda Item : 4 Agenda Detail (Update) : To consider and approve the increase of the Company's registered capital and 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 (New) : It resolved to propose to the the Extraordinary General Meeting of Shareholders No. 1/2026 to consider and approve the increase of the registered capital of the Company in the amount of THB 840,000,000 from the original registered capital of THB 336,000,000 to the registered capital of THB 1,176,000,000 by issuing new ordinary 840,000,000 shares at a par value of THB 1.00 and approve the amendment of Clause 4 of the Company's Memorandum of Association to be consistent with the increase of the registered capital of the Company. In this regard, the Board of Directors' meeting therefore proposed to the Extraordinary General Meeting of Shareholders No. 1/2026 to consider and approve the authorization by the Board of Directors and/or the Executive Committee and/or the Chief Executive Officer and/or any other person appointed by the Board of Directors and/or the Executive Committee and/or the Chief Executive Officer to have the power to sign any application or document relating to the registration of the amendment to the Company's Memorandum of Association, to file the registration of such amendment with the Department of Business Development, Ministry of Commerce ("DBD-MOC"), to amend or revise any application or statements contained in such documents in connection with the registration of the amendment to the Company's Memorandum of Association as required by the DBD-MOC, and to take any action as necessary and appropriate in connection with such registration in order to comply with the applicable laws, regulations, and interpretations of the relevant governmental authorities, as well as the recommendations or orders of the registrar or the competent officer. Agenda Item (New) : 5 Agenda Detail (New) : To consider and approve the allocation of the newly issued ordinary shares of the Company to be offered to the existing shareholders of the Company in proportion to their respective shareholdings (Rights Offering). Type (New) : To Consider and approve Board's Resolution (New) : The Board of Directors resolved to propose to the Extraordinary General Meeting of Shareholders No. 1/2026 for consideration and approval of the allocation of not exceeding 840,000,000 newly issued ordinary shares, with a par value of Baht 1.00 per share, to the existing shareholders in proportion to their respective shareholdings (Rights Offering), at an allocation ratio of 1 existing ordinary share for 2.5 newly issued ordinary shares, at an offering price of Baht 0.20 per share. Any fraction of a share arising from the calculation shall be disregarded. As the Company has accumulated losses as shown in its separate financial statements for the year ended December 31, 2025, audited by the Company's certified public auditor, and its separate financial statements for the second quarter ended June 30, 2026, reviewed by the Company's certified public auditor, the offering price may be lower than the par value in accordance with Section 52 of the Public Limited Companies Act B.E. 2535 (1992), subject to approval by the shareholders' meeting and clear determination of the discount rate. Existing shareholders shall be entitled to subscribe for newly issued ordinary shares in excess of their respective entitlements (Oversubscription). Shares subscribed in excess shall be allocated only after all shareholders subscribing according to their respective entitlements have been fully allocated. Any remaining shares shall be allocated to shareholders wishing to oversubscribe at the same offering price, until all shares are allocated or no shareholder wishes to subscribe for the remaining shares. The Board of Directors resolved to determine September 21, 2026 as the Record Date for determining the shareholders entitled to subscribe for the newly issued ordinary shares, and October 5 to October 9, 2026 as the subscription period, totaling five business days. However, the entitlement to subscribe remains uncertain, subject to approval by the shareholders' meeting. The Board of Directors also resolved to propose the delegation of authority to the Board of Directors and/or the Executive Committee and/or the Chief Executive Officer and/or any person appointed by them to consider, determine, amend, supplement, and change the terms, conditions, and details relating to the allocation of the newly issued ordinary shares, and to undertake any necessary and appropriate actions in connection therewith. Agenda Item (New) : 6 Agenda Detail (New) : To consider other agenda Type (New) : To Consider and approve ______________________________________________________________________ Increasing Capital Status : Canceled Reason : In the issuance and offering of the newly issued ordinary shares to the existing shareholders of the Company in proportion to their respective shareholdings (Rights Offering), the Company has the following objectives and plan for the utilization of the proceeds: Objectives of the Utilization of Proceeds Approximate Amount of Proceeds to be Utilized Expected Period for the Utilization of Proceeds 1. To be used as working capital and to enhance the liquidity of the business operations of the Company and/or its subsidiaries, including to support the ordinary course of business in the Company's core businesses and related businesses, as well as to support the continuation and expansion of the Company's businesses relating to its business operations, and as working capital for the Company's business. Not exceeding 68 million Baht Within 18 months from the date of receipt of the proceeds from the capital increase. 2. To repay the indebtedness of the Company and/or its subsidiaries. Not exceeding 100 million Baht Within 18 months from the date of receipt of the proceeds from the capital increase. Total Not exceeding 168 million Baht The Company expects to gradually utilize the proceeds from the capital increase within 18 months from the date of receipt of the proceeds from the offering of the newly issued ordinary shares. However, the above objectives of the utilization of proceeds and the approximate amount of proceeds to be utilized may be adjusted as necessary and appropriate in accordance with the Company's business operation plan, investment plan, project development plan and liquidity management plan. Any such adjustment shall remain within the scope of the proceeds utilization approved by the Shareholders' Meeting and shall be made for the best interests of the Company and its shareholders. In the event that the Company receives proceeds from the offering of the newly issued ordinary shares in an amount lower than expected due to the shareholders not fully subscribing for all of the newly issued ordinary shares offered, the Company will consider adjusting its utilization of proceeds plan to be consistent with the actual proceeds received. Nevertheless, the proceeds will continue to be utilized in accordance with the objectives disclosed above. Remark: The above utilization of proceeds plan is only a preliminary estimate prepared based on the Company's business plan and the information available as of the date of this Information Memorandum. The actual proceeds received, the timing of the utilization of proceeds and the amount of proceeds utilized by the Company may differ from the above utilization plan depending on economic conditions, market conditions, investment opportunities and the appropriateness of the Company's business operations. Nevertheless, the utilization of proceeds will remain within the scope of the objectives disclosed above. Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 06-Aug-2026 Number of additional common shares : 840,000,000 (shares) Total of additional shares (shares) : 840,000,000 Par value (baht per share) : 1.00 Type of allocated securities : Common shares Allocated to : All Common shares' shareholders Number of allotted shares (shares) : 840,000,000 Ratio (Old : New) : 1.00 : 2.50 Subscription price (baht per share) : 0.20 Subscription period : From 05-Oct-2026 to 09-Oct-2026 Record date for the right to : 21-Sep-2026 subscribe additional shares Ex-Rights Date (XR) : 18-Sep-2026 ______________________________________________________________________ Connected transaction Consideration of the Connected Transaction Expected Date of Execution of the Land Sale and Purchase Agreement: September 2026 - February 2028 Date of the Board Resolution: 6 August 2026 Details of the Transaction 1. Phimonrat, Nonthaburi Seller: Mr. Panya Tirakijpong Land: 2 title deeds, totaling 4,455 sq.wah Purchase price: Not exceeding Baht 66.83 million (Baht 15,000/sq.wah) Appraised value: Approximately Baht 16,000/sq.wah, appraised by T.A. Management Corporation (1999) Co., Ltd. on 10 June 2026. 2. Bang Saen, Chon Buri Seller: Ms. Thitima Tirakijpong Land: 3 title deeds, totaling 3,157.1 sq.wah Purchase price: Not exceeding Baht 60.11 million Group 1: Baht 25,000/sq.wah Group 2: Baht 12,500/sq.wah Appraised values: Approximately Baht 25,000/sq.wah and Baht 16,000/sq.wah for Group 1 and Group 2, respectively, appraised by T.A. Management Corporation (1999) Co., Ltd. on 9 June 2026. 3. Rayong (Behind the Sports Stadium) Seller: Taihao Company Limited Land: 39 title deeds, totaling 3,189.8 sq.wah Purchase price: Not exceeding Baht 35.89 million (Baht 11,250/sq.wah) Appraised value: Approximately Baht 11,371/sq.wah on average, appraised by T.A. Management Corporation (1999) Co., Ltd. on 8 June 2026. 4. Panthinya, Suwinthawong Sellers: Banlue Resort Company Limited, I Estate Company Limited, Seaside Resort Company Limited, Payut Company Limited, and P.C.N. Housing Company Limited Land: 36 title deeds, totaling 1,688.7 sq.wah Purchase price: Not exceeding Baht 30.40 million (Baht 18,000/sq.wah) Appraised value: Approximately Baht 18,882/sq.wah on average, appraised by T.A. Management Corporation (1999) Co., Ltd. on 25 February 2026. The sellers and/or their related persons are connected persons pursuant to the applicable criteria under the Securities and Exchange Act B.E. 2535 (1992). Total Transaction Value The total value of the land acquisition shall not exceed Baht 193.22 million. Payment Terms 10% of the purchase price shall be paid by cashier's cheque upon registration of the transfer of ownership. The remaining amount shall be settled by a promissory note bearing interest at 5.50% per annum with a 1-year term. Total interest is estimated at Baht 9.57 million. Transaction Size Based on the reviewed consolidated financial statements as of 30 June 2026, the transaction value of Baht 193.22 million represents 100.34% of the Company's net asset value of Baht 192.56 million. Accordingly, the transaction is classified as a large-scale transaction under the criteria of the Stock Exchange of Thailand. The Notification of the Capital Market Supervisory Board No. TorJor. 46/2025 became effective on 1 July 2026. The Company and Subsidiary have not entered into any connected transactions with the same connected person or related persons during the relevant period. Source of Funds The transaction will be funded by the Company's working capital and promissory notes, which are expected to enhance liquidity and reduce financing costs. Business Plan The land forms part of the Company and Subsidiary's land bank acquisition plan for future residential project development. The expected implementation timeline is as follows: Phimonrat, Nonthaburi: Land Sale and Purchase Agreement in September 2026; project launch in July 2027. Bang Saen, Chon Buri: Land Sale and Purchase Agreement in September 2026; project launch in December 2026. Rayong (Behind the Sports Stadium): Land Purchase Agreement in September 2026; project launch in July 2027. Panthinya, Suwinthawong: Land Sale and Purchase Agreement in September 2026; project launch in February 2027. The Company will develop the projects progressively based on market conditions, funding availability, and readiness to obtain relevant approvals. Rationale and Appropriateness The Board of Directors considered the location, development potential, feasibility, purchase price, appraisal values, payment terms, and consistency with the Company's business plan. The Board is of the view that the transaction is reasonable, conducted at market price and under normal commercial terms, and will benefit the Company and its shareholders by supporting future project development and revenue generation. Risks and Contingency Plan Key risks include economic conditions, purchasing power, competition, interest rates, construction costs, regulatory approvals, land transfer delays, and changes in market conditions. The Company will manage such risks by developing projects progressively and adjusting the development schedule as appropriate. If the transaction cannot be completed, the Company may consider alternative land plots or adjust the development sequence of existing projects. Such inability is not expected to have a material impact on the Company's overall financial position or operating performance. Opinion of the Board of Directors The Board of Directors is of the opinion that the transaction is reasonable, beneficial to the Company and Subsidiary, and in the best interests of the Company and its shareholders. The purchase prices do not exceed the appraisal values assessed by the independent appraiser and are considered appropriate compared with market prices in the same or similar locations. Opinion of the Audit Committee The Audit Committee considered the transaction details, supporting documents, and appraisal opinions and is of the view that the transaction is reasonable, beneficial to the Company and Subsidiary, and conducted under normal commercial terms. The purchase prices are considered appropriate and do not exceed the appraisal values. The interested director, Ms. Thitima Tirakijpong, did not participate in the consideration or vote on this agenda item. As the transaction is classified as a large-scale transaction, the Company will submit the transaction to the shareholders' meeting for approval and appoint an Independent Financial Advisor (IFA), Asia Plus Securities Company Limited, to provide an opinion on the transaction. ______________________________________________________________________ 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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