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Notification of the Resolutions of the Board of Directors' Meeting No.8/2026 regarding the RPT, Offsetting Accumulated Losses, Capital Increase, Rights Offering, and Determination of the date of the EGM No.1/2026 (Added Template) (Revised)

The Stock Exchange of Thailand·08/10/2026 12:41:38
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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) : - Capital increase - 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 2026 Type : To Consider and approve Board's Resolution (Update) : The Board considered the Minutes of the Annual General Meeting of Shareholders 2029 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 Related Party Transaction in relation to the acquisition of land from a related party. Type : To Consider and approve Board's Resolution : 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 : 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 (Update) : Approved the proposal to the Extraordinary General Meeting of Shareholders No. 1/2026 for consideration and approval of the transfer of the legal reserve in the amount of Baht 13,287,118.97 and the application of the share premium in the amount of Baht 88,750,822.16 to offset the Company's accumulated losses of Baht 253,826,261.28, as presented in the Company's separate financial statements for the accounting period ended June 30, 2026. Following the transfer of the legal reserve and the application of the share premium to offset the accumulated losses, the Company will have remaining accumulated losses of Baht 151,788,320.15, and no remaining share premium will be presented in the Company's separate financial statements. Agenda Item : 4 Agenda Detail : 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 (Update) : 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 : 5 Agenda Detail : 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 : To Consider and approve Board's Resolution : 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 : 6 Agenda Detail : To consider other agenda Type : To Consider and approve ______________________________________________________________________ Connected transaction Consideration of the Connected Transaction The Board of Directors' Meeting No. 8/2026, excluding the directors with an interest in the transaction, considered and unanimously resolved to approve the Company and/or its subsidiaries entering into connected transactions to acquire land from connected persons, comprising four locations, namely 1) Phimonrat, Nonthaburi; 2) Bang Saen, Chon Buri; 3) Rayong (Behind the Sports Stadium); and 4) Panthinya, Suwinthawong, with a total purchase price not exceeding Baht 193.22 million. The Board of Directors considered that the transaction is reasonable and beneficial to the Company and its shareholders, as the land will be acquired as part of the land bank for future residential project development. The purchase prices are in accordance with market prices and normal commercial terms and do not exceed the appraised values determined by an independent appraiser approved by the SEC. The transaction represents 100.34% of the Company's net asset value and is therefore classified as a large-scale connected transaction under the applicable criteria. Accordingly, the Board of Directors resolved to propose the transaction to the shareholders' meeting for approval and to appoint Asia Plus Securities Company Limited as the Independent Financial Advisor (IFA) to provide an opinion on the transaction. Ms. Thitima Tirakijpong, a director with an interest in the transaction, did not participate in the consideration or vote on this agenda item. ______________________________________________________________________ Increasing Capital 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 ______________________________________________________________________ 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.