Notification of the date of the Extraordinary General Meeting No.2/2026 (Revised)
The Stock Exchange of Thailand·11/10/2026 13:00:40
Schedule of Shareholders' meeting
Subject : Schedule of Extra-General Meeting of
Shareholders
Date of Board resolution : 09-Nov-2026
Shareholder's meeting date : 16-Dec-2026
Beginning time of meeting (hh:mm) : 10 : 00
Record date for the right to attend the : 23-Nov-2026
meeting
Ex-meeting date : 20-Nov-2026
Significant agenda item :
- Capital increase
- 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 : Chairman's Report
Type : To acknowledge
Board's Resolution : -
Agenda Item : 2
Agenda Detail : To consider and adopt the minutes of
the Extraordinary General Meeting No.1/2026
Type : To Consider and approve
Board's Resolution : -
Agenda Item : 3
Agenda Detail : To consider and approve the amendment
to the terms and conditions, the name of the convertible bonds, and related
documents to be in accordance with the amendment and extension of the maturity
date of the convertible bonds, as approved by the Convertible Bondholders'
Meeting No. 1/2026 held on September 9, 2026
Type : To Consider and approve
Board's Resolution : The Board of Directors resolved to
approve the matter and submit it to the shareholders' meeting for further
consideration and approval.
Agenda Item : 4
Agenda Detail : To consider and approve the extension
of the period for the issuance and offering of newly issued ordinary shares to
accommodate the extension of the maturity date of the convertible bonds by an
additional 1 year, as approved by the Convertible Bondholders' Meeting No.
1/2026 held on September 9, 2026
Type : To Consider and approve
Board's Resolution : The Board of Directors resolved to
approve the matter and submit it to the shareholders' meeting for further
consideration and approval.
Agenda Item : 5
Agenda Detail : To consider and approve the reduction
of the Company's unissued registered capital and to consider and approve the
amendment to the Company's Memorandum of Association to be in accordance with
the reduction of the Company's registered capital
Type : To Consider and approve
Board's Resolution : The Board resolved to propose to the
Extraordinary General Meeting of Shareholders for consideration the reduction of
the Company's registered capital. Currently, the Company has a registered
capital of THB 2,840,528,621.30 , divided into 28,405,286,213 ordinary shares (
with a par value of THB 0.10per share. The details of the Company's share
allocation are as follows:
1. The paid-up capital is THB 1,986,091,151.20, divided into a total of
19,860,911,512 ordinary shares , with a par value of THB 0.10 per share.
2. Uncalled registered capital of THB 854,437,470.10, divided into a total of
8,544,374,701 ordinary shares with a par value of THB 0.10 per share, which are
shares reserved for the following: 1,044,380,000 shares reserved for the
exercise of rights under the Convertible Bonds No. 1/2021, which have matured
and were already redeemed by the Company on June 21, 2024; 2,500,000,000 shares
reserved for the exercise of rights under the Convertible Bonds No. 1/2024;
2,499,994,701 shares reserved for the exercise of the Warrants to Purchase the
Company's Ordinary Shares No. 8; and 2,500,000,000 shares reserved for the
exercise of the Warrants to Purchase the Company's Ordinary Shares No. 9.
3. Pursuant to the Public Limited Companies Act, the Company is required to
reduce its registered capital by cancelling unissued shares that are no longer
reserved for the exercise of rights under warrants or convertible bonds prior to
a capital increase.
Currently, the Company has 1,044,380,000 shares reserved for the Convertible
Debentures No. 1/2021, which were redeemed on June 21, 2024, and 2,499,994,701
shares reserved for the Warrants No. 8, which expired on July 24, 2026.
Therefore, the Company proposes to reduce its registered capital by THB
354,437,470.10, from THB 2,840,528,621.30 to THB 2,486,091,151.20, by cancelling
3,544,374,701 unissued ordinary shares with a par value of THB 0.10 per share.
Following the capital reduction, the Company's registered capital will be THB
2,486,091,151.20, with paid-up capital of THB 1,986,091,151.20, divided into
19,860,911,512 ordinary shares with a par value of THB 0.10 per share.
Agenda Item : 6
Agenda Detail : To consider and approve the increase
of the Company's registered capital for a specific purpose
Type : To Consider and approve
Board's Resolution : Resolved to propose to the
Extraordinary General Meeting of Shareholders for consideration and approval of
the increase of the Company's registered capital for a specific purpose in the
amount of 11,855,867,835 shares, with a par value of Baht 0.10 per share, as
follows:
1) To allocate newly issued ordinary shares in the amount of not exceeding
7,447,841,817 shares with a par value of THB 0.10 per share, to the existing
shareholders in proportion to their shareholding (Rights Offering) at the ratio
of 8 existing share to 3 newly issued shares, at an offering price of THB 0.01
per share. The Record Date for determining shareholders entitled to subscribe
for the newly issued ordinary shares is set on 23 Nov 2026. However, such
entitlement remains uncertain as it is subject to approval by the Extraordinary
General Meeting of Shareholders No. 2/2026.
The subscription period for the newly issued ordinary shares is scheduled from
25 Jan 2027 - 29 Jan 2027.
2) To allocate newly issued ordinary shares in an amount of not exceeding
3,723,920,909 shares, with a par value of THB 0.10 per share, to accommodate the
exercise of warrants to purchase ordinary shares of the Company to be allocated
to existing shareholders who subscribe for newly issued ordinary shares.
(TWZ-W10)
3) To allocate newly issued ordinary shares in an amount of not exceeding
684,105,109 shares, with a par value of THB 0.10 per share, to accommodate the
adjustment of rights under Warrants to Purchase Ordinary Shares No. 9 (TWZ-W9).
Agenda Item : 7
Agenda Detail : To consider and approve the issuance
and offering of Warrants to Purchase the Company's Ordinary Shares to the
existing shareholders who subscribe for the newly issued ordinary shares
Type : To Consider and approve
Board's Resolution : Resolved to approve the proposal to
the EGM of Shareholders for the issuance of Warrants to Purchase the Company's
Ordinary Shares No. 10 ("TWZ-W10") in an amount not exceeding 3,723,920,909
units, to existing shareholders who subscribe for newly issued ordinary shares
through a Right Offering, at the ratio of 2 newly issued shares to 1 warrant,
free of charge. Each warrant entitles the holder to purchase 1 ordinary share at
an exercise price of THB 0.01 per share, with a par value of THB 0.10 per
share.
The proceeds from the exercise of TWZ-W10 will be used for partial debt
repayment, debt restructuring, extension of debt repayment periods, and working
capital. The Record Date for determining eligible shareholders is November 23,
2026. However, the allocation of such warrants is subject to approval by the EGM
of Shareholders No. 2/2026. Details are provided in Enclosure 1.
As the Company has accumulated losses according to its reviewed separate
financial statements as of June 30, 2026, the warrant exercise price may be set
below par value, but not lower than THB 0.01 per share, in accordance with
Section 52 of the Public Limited Companies Act B.E. 2535 (1992), as amended,
subject to shareholders' approval and determination of the discount rate.
Agenda Item : 8
Agenda Detail : To consider and approve the amendment
to the Company's Memorandum of Association to be in accordance with the
increase of the registered capital
Type : To Consider and approve
Board's Resolution : Resolved to approve the submission to
the Extraordinary General Meeting of Shareholders to consider and approve the
increase of the Company's registered capital. This capital increase is under a
specified purpose of utilizing funds, to be offered to the existing shareholders
in proportion to their respective shareholdings, as well as to reserve shares
to accommodate the exercise of rights under the Warrants (TWZ-W10), and to
reserve shares for the adjustment of rights under the Warrants (TWZ-W9). The
registered capital will be increased by an additional THB 1,185,586,783.50 from
the current registered capital of THB 2,486,091,151.20 to a new registered
capital of THB 3,671,677,934.70, divided into 36,716,779,347 ordinary shares
with a par value of THB 0.10 per share.
Agenda Item : 9
Agenda Detail : To consider and approve the
allocation of the Company's newly issued ordinary shares
Type : To Consider and approve
Board's Resolution (Update) : Resolved to approve the proposal to
the Extraordinary General Meeting of Shareholders for consideration and approval
of the allocation of 11,855,867,835 newly issued ordinary shares of the
Company, as follows:
1) To allocate not exceeding 7,447,841,817 newly issued ordinary shares, with a
par value of THB 0.10 per share, to existing shareholders on a pro rata basis
(Rights Offering), at the ratio of 8 existing ordinary shares to 3 newly issued
ordinary shares, at the offering price of THB 0.01 per share. The Record Date
for determining the list of shareholders entitled to subscribe for the newly
issued ordinary shares shall be 23 November 2026. However, the granting of such
subscription rights by the Company remains uncertain, as it is subject to
approval by the Extraordinary General Meeting of Shareholders No. 2/2026. The
subscription period for the newly issued ordinary shares shall be from 25 to 29
January 2027.
2) To allocate not exceeding 3,723,920,909 newly issued ordinary shares, with a
par value of THB 0.10 per share, to accommodate the exercise of the warrants to
purchase the Company's ordinary shares to be allocated to existing shareholders
who subscribe for the newly issued ordinary shares (TWZ-W10).
3) To allocate not exceeding 684,105,109 newly issued ordinary shares, with a
par value of THB 0.10 per share, to accommodate the adjustment of rights under
the Warrants to Purchase the Company's Ordinary Shares No. 9 (TWZ-W9).
Agenda Item : 10
Agenda Detail : To consider other agenda
Type : To Consider and approve
Board's Resolution : -
______________________________________________________________________
Issued Convertible Securities
Status : Canceled
Reason :
-
Subject : Issued convertible securities
Date of Board resolution : 09-Nov-2026
Type of allocated securities : Warrants
Allocate to : Existing Shareholders who subscribe
for additional shares
Number of allotted warrants (units) : 3,723,920,909
Reserved shares for the exercise of : Common shares
warrants
Number of additional shares (shares) : 3,723,920,909
Ratio (additional shares : Warrant) : 2.00 : 1.00
Offering price (baht per unit) : 0.00
Description of warrants
Warrant Symbol : TWZ-W10
Name of warrant : Warrants to purchase ordinary shares
of TWZ Corporation Public Company Limited No. 10
Exercise ratio (warrant : share) : 1.00 : 1.00
Exercise price (baht per share) : 0.10
Term of warrants :
5 years from the issuing date of the warrant
______________________________________________________________________
Increasing Capital
Subject : Specifying the purpose of utilizing
proceeds
Date of Board resolution : 09-Nov-2026
Number of additional common shares : 11,855,867,835
(shares)
Total of additional shares (shares) : 11,855,867,835
Par value (baht per share) : 0.10
Type of allocated securities : Common shares
Allocated to : All Common shares' shareholders
Number of allotted shares (shares) : 7,447,841,817
Ratio (Old : New) : 8.00 : 3.00
Subscription price (baht per share) : 0.01
Subscription period (Update) : From 25-Jan-2027 to 29-Jan-2027
Record date for the right to : 23-Nov-2026
subscribe additional shares
Ex-Rights Date (XR) : 20-Nov-2026
Allocated to : Reserved shares for the right
adjustment of convertible securities
Number of allotted shares (shares) : 4,408,026,018
(Update)
______________________________________________________________________
Issued Convertible Securities
Subject : Issued convertible securities
Date of Board resolution : 09-Nov-2026
Type of allocated securities : Warrants
Allocate to : Existing Shareholders who subscribe
for additional shares
Number of allotted warrants (units) : 3,723,920,909
Reserved shares for the exercise of : Common shares
warrants
Number of additional shares (shares) : 3,723,920,909
Ratio (additional shares : Warrant) : 2.00 : 1.00
Offering price (baht per unit) : 0.00
Description of warrants
Warrant Symbol : TWZ-W10
Name of warrant : Warrants to purchase ordinary shares
of TWZ Corporation Public Company Limited No. 10
Exercise ratio (warrant : share) : 1.00 : 1.00
Exercise price (baht per share) : 0.01
Term of warrants :
5 years from the issuing date of the warrant
Remark (New) :
-
______________________________________________________________________
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