Notification of the BOD Meeting Re: the investment in Inventech Systems (Thailand) Co.,Ltd., the Appointment of an Independent Financial Advisor, and the convening of the Extraordinary General Meeting of Shareholders No. 1/2026
The Stock Exchange of Thailand·01/07/2026 14:54:17
Schedule of Shareholders' meeting
Subject : Schedule of Extra-General Meeting of
Shareholders
Date of Board resolution : 07-Jan-2026
Shareholder's meeting date : 20-Feb-2026
Beginning time of meeting (hh:mm) : 14 : 00
Record date for the right to attend the : 21-Jan-2026
meeting
Ex-meeting date : 20-Jan-2026
Significant agenda item :
- Acquisition and disposition of assets
Type of meeting : Electronic meeting
Venue of the meeting : Electronic meeting
Agenda Item : 1
Agenda Detail : To consider and adopt the minutes of
the Extraordinary General Meeting of Shareholders No. 2/2025 held on 12
September 2025
Type : To Consider and approve
Board's Resolution : The Board of Directors has considered
that the minutes of the Extraordinary General Meeting No. 2/2025, held on 12
September 2025, has been recorded accurately and truthfully, and therefore deems
it appropriate to propose it to the shareholders' meeting for approval.
Agenda Item : 2
Agenda Detail : To consider and approve the
investment in Inventech Systems (Thailand) Co.,Ltd.
Type : To Consider and approve
Board's Resolution : The Board of Directors is of the
opinion that this investment is reasonable and is in the best interests of the
Company and its shareholders. Accordingly, the Board deems it appropriate to
propose that the shareholders' meeting consider and approve the agenda items
relating to the investment transaction in Inventech, based on the following
factors:
1. The investment in Inventech represents an expansion of the Company's business
in accordance with its strategic plan to grow into the technology sector, which
is a business with strong potential for revenue growth, high scalability, and
relatively lower operating costs compared to other businesses. In addition, the
Tech sector is aligned with prevailing mega trends, in particular digital
transformation, which supports sustainable growth and long-term competitiveness.
2. The investment in Inventech will help diversify the Company's revenue base
and reduce reliance on income generated from PayGenix's payment services
business, thereby enhancing the diversity of the Company's business operations.
In addition, the investment is expected to introduce new revenue streams within
the group and strengthen the Company's long-term financial stability, which in
turn will support sustainable value creation for shareholders over the long
term.
3. The continuation of Inventech's existing management in their executive roles
for a minimum period of 5 years will enable the Company to maintain continuity
in management and business operations in a smooth and orderly manner.
Furthermore, the retention of the existing management team will facilitate the
transfer of experience and management expertise to the Company's team and any
newly appointed executives, thereby enhancing the Company's capability to
support sustainable business expansion in the future.
4. The investment in Inventech will provide the Company with additional
high-quality resources to support the development and strengthening of
businesses within the group. This will enable the Company to expand its scope of
operations and enhance efficiency in the development of systems and products,
while also supporting long-term growth and increasing revenue from a broader
range of services over time.
Agenda Item : 3
Agenda Detail : To acknowledge the investment in
Nestifly Co., Ltd.
Type : To acknowledge
Board's Resolution : The Board of Directors is of the
opinion that the investment transaction in Nestifly is reasonable and in the
best interests of the Company and its shareholders. This is because Nestifly is
the first and only operator in Thailand of an electronic system or network for
peer-to-peer lending transactions (Peer-to-Peer Lending Platform) to have been
licensed by the Ministry of Finance and regulated by the Bank of Thailand, which
constitutes a significant competitive advantage. The licensing requirements and
approval process for such business are subject to stringent criteria, resulting
in barriers to entry and making it difficult for new competitors to enter the
market in the short term. In addition, the investment in Nestifly represents an
expansion of the Company's business in line with its business expansion plan to
enter into the technology sector, which offers potential upside from businesses
aligned with key mega trends, and enhances the Company's competitive
capabilities by increasing its potential to expand its business portfolio into
high-growth digital financial businesses. Furthermore, such investment is
expected to generate long-term cash flows for the Company in the future,
increase revenue from a diversified range of services, and reduce risks
associated with reliance on any single line of business.
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