BOD Resolutions 11/2025 Capital Reduction, EBT Purchase and Acquisition and Capital Increase, Issuance of HEALTH-W3 and the Schedule of Extraordinary General Meeting of Shareholders No. 1/2026.

Schedule of Shareholders' meeting Subject : Schedule of Extra-General Meeting of Shareholders Date of Board resolution : 22-Dec-2025 Shareholder's meeting date : 12-Feb-2026 Beginning time of meeting (hh:mm) : 09 : 00 Record date for the right to attend the : 09-Jan-2026 meeting Ex-meeting date : 08-Jan-2026 Significant agenda item : - Capital increase - Acquisition and disposition of assets - 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 : To consider and adopt the minutes of the Annual General Meeting of Shareholders 2025. Type : To Consider and approve Board's Resolution : The Board of Directors considered and found that the minutes of the 2025 Annual General Meeting of Shareholders, which was held on Tuesday, April 30, 2025, duly recorded the resolutions of the Meeting, and thus deemed it appropriate to propose the Meeting to consider and approve such minutes of the Meeting. Agenda Item : 2 Agenda Detail : To consider and approve the reduction of the Company's registered capital by THB 42,268,052 from the existing registered capital of THB 464,948,574 to be THB 422,680,522, by cancelling 42,268,052 unsold ordinary shares with a par value of THB 1.00 per share and an amendment to Clause 4 of the Memorandum of Association of the Company to be in line with the reduction of the Company's registered capital by cancelling the unsold ordinary shares. Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose to the shareholders' meeting for consider and approve the reduction of the Company's registered capital by THB 42,268,052 from the existing registered capital of THB 464,948,574 to be THB 422,680,522, by cancelling 42,268,052 unsold ordinary shares with a par value of THB 1.00 per share, which are ordinary shares remaining from the increase of registered capital of the Company under the general mandate to allocate to private placement investor as approved by the 2025 Annual General Meeting of Shareholders and an amendment to Clause 4 of the Memorandum of Association of the Company to be in line with the reduction of the Company's registered capital by cancelling the unsold ordinary shares. Agenda Item : 3 Agenda Detail : To consideration and approve the entire business transfer from Pakorn Holding Company Limited and PP One Holding Company Limited, including the execution of the entire business transfer agreement, the shareholders' agreements, and other arrangements, contracts and documents relating to the entire business transfer which is regarded as an acquisition of assets of listed companies and a connected transaction. Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose to the shareholders' meeting for consideration and approve the entire business transfer from Pakorn Holding Company Limited and PP One Holding Company Limited, including the execution of the entire business transfer agreement, the shareholders' agreements, and other arrangements, contracts and documents relating to the entire business transfer which is regarded as an acquisition of assets of listed companies and a connected transaction. Agenda Item : 4 Agenda Detail : To consider and approve the increase of the Company's registered capital by 314,755,196 from the current registered capital of THB 422,680,522 to be THB 737,435,718 by issuing not exceeding 314,755,196 newly issued ordinary shares at a par value of THB 1 per share and an amendment to Clause 4 of the Memorandum of Association of the Company to be in line with the increase of the Company's registered capital. Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose to the shareholders' meeting for consider and approve the increase of the Company's registered capital by 314,755,196 from the current registered capital of THB 422,680,522 to be THB 737,435,718 by issuing not exceeding 314,755,196 newly issued ordinary shares at a par value of THB 1 per share and an amendment to Clause 4 of the Memorandum of Association of the Company to be in line with the increase of the Company's registered capital. Agenda Item : 5 Agenda Detail : To consider and approve the issuance and allocation of not exceeding 314,755,196 newly issued ordinary shares of the Company at a par value of THB 1.00 per share by allocating (i) 125,000,000 newly issued ordinary shares to private placement investor and (ii) 42,268,052 newly issued ordinary shares to private placement investor under the general mandate and (iii) not exceeding 147,487,144 units of the HEALTH-W3 Warrants (without consideration) to accommodate the exercise of the HEALTH-W3 Warrants for allocation to the Company's existing shareholders in proportion to their shareholding percentage (Rights Offering). Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose to the shareholders' meeting for consider and approve the issuance and allocation of not exceeding 314,755,196 newly issued ordinary shares of the Company at a par value of THB 1.00 per share by allocating (i) 125,000,000 newly issued ordinary shares to private placement investor and (ii) 42,268,052 newly issued ordinary shares to private placement investor under the general mandate and (iii) not exceeding 147,487,144 units of the HEALTH-W3 Warrants (without consideration) to accommodate the exercise of the HEALTH-W3 Warrants for allocation to the Company's existing shareholders in proportion to their shareholding percentage (Rights Offering). Agenda Item : 6 Agenda Detail : To consider and approve the issuance and allocation of the warrants to purchase ordinary shares of Health Empire Corporation Public Company Limited Series 3 (HEALTH-W3) in the amount not exceeding 147,487,144 units for allocation to the Company's existing shareholders in proportion to their shareholding percentage (Rights Offering). Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose to the shareholders' meeting for consider and approve the issuance and allocation of the warrants to purchase ordinary shares of Health Empire Corporation Public Company Limited Series 3 (HEALTH-W3) in the amount not exceeding 147,487,144 units for allocation to the Company's existing shareholders in proportion to their shareholding percentage (Rights Offering). Agenda Item : 7 Agenda Detail : To consider other matters (if any). Type : To Consider and approve Board's Resolution : - ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 22-Dec-2025 Number of additional common shares : 272,487,144 (shares) Total of additional shares (shares) : 272,487,144 Par value (baht per share) : 1.00 Type of allocated securities : Common shares Allocated to : Private placement (PP) Person(s) receiving allotment(s) : Pakorn Holding Company Limited Number of allotted shares (shares) : 125,000,000 % of Paid Up Capital after capital : 22.82 increase Subscription price (baht per share) : 0.91 Total shares allocated to Private : 125,000,000 Placement (Shares) Allocated to : Reserved shares for the exercise of convertible securities Number of allotted shares (shares) : 147,487,144 ______________________________________________________________________ Increasing Capital Subject : Issuance of Additional Shares Under a General Mandate Date of Board resolution : 22-Dec-2025 Number of additional common shares : 42,268,052 (shares) Total of additional shares (shares) : 42,268,052 Par value (baht per share) : 1.00 Type of allocated securities : Common shares Allocated to : Private placement (PP) Number of allotted shares (shares) : 42,268,052 % of Paid-Up capital as of capital : 10.00 increase BOD resolution date Total shares allocated to Private : 42,268,052 Placement (Shares) ______________________________________________________________________ Issued Convertible Securities Subject : Issued convertible securities Date of Board resolution : 22-Dec-2025 Type of allocated securities : Warrants Allocate to : All common shares' shareholders Number of allotted warrants (units) : 147,487,144 Reserved shares for the exercise of : Common shares warrants Number of additional shares (shares) : 147,487,144 Ratio (Existing shares : Warrant) : 4.00 : 1.00 Offering price (baht per unit) : 0.00 Description of warrants Warrant Symbol : HEALTH-W3 Name of warrant : Warrants to purchase common shares of HEALTH EMPIRE CORPORATION PUBLIC Series 3 Exercise ratio (warrant : share) : 1.00 : 1.00 Exercise price (baht per share) : 1.00 Term of warrants : 1 year from the issuance date of the HEALTH-W3 Warrants Remark : The Company will subsequently notify the date for determining the names of shareholders entitled to receive an allocation of the HEALTH-W3 Warrants (Record Date) and the issuance date of the HEALTH-W3 Warrants to the shareholders. Such notification will be made after the allocation of newly issued ordinary shares offered to private placement investor, which is the Transferor, has been completed, and may also be made after the completion of the allocation of newly issued ordinary shares under the general mandate to private placement investor, whereby the Transferor, as private placement investor, and any persons allocated newly issued ordinary shares under the general mandate to private placement investor, shall also be allocated the HEALTH-W3 Warrants. ______________________________________________________________________ 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.