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
The Stock Exchange of Thailand·10/18/2026 23:50:13
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.
______________________________________________________________________
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