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Notification of the Resolution of the Board of Directors' Meeting No.6/2025 Re: the Acquisition of Assets and Connected Transaction; the Appointment of IFA; and the Convening of the Extraordinary General Meeting of Shareholders No. 1/2026 (Revised)

The Stock Exchange of Thailand·12/23/2025 10:06:10
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Connected transaction The transactions with Mr. Rattipat Aramwatanapong, who serves as an Executive Director and the Marketing Director of the Company, and is considered an executive of the Company, as well as a Director and 10% shareholder of FDM; and with Mr. Suwan Aramwatanapong, who serves as the Managing Director and a major shareholder of FDM holding 30%; constitute Connected Transactions. The two individuals are siblings under the definition of "close relatives" in the Connected Transaction Notification. Accordingly, the acquisition of ordinary shares in FDM from Mr. Rattipat Aramwatanapong and Mr. Suwan Aramwatanapong falls under the definition of a connected transaction. The total transaction value is THB 116.18 million, representing 9.11% of the Company's net tangible assets (NTA) of THB 1,275.43 million. The transaction is therefore classified as a connected transaction relating to assets or services of a large transaction size under the Connected Transaction Notification, which requires the Company to proceed as follows: (1) Prepare a report and disclose information regarding the transaction to the Stock Exchange of Thailand. (2) Convene a shareholders' meeting and deliver the notice of the meeting to shareholders at least 14 days prior to the meeting date, seeking approval from the shareholders with a vote of not less than 3/4 of the total votes of shareholders attending the meeting and eligible to vote, excluding the votes of shareholders with a vested interest. (3) Appoint an independent financial advisor (IFA), approved by the SEC Office, to provide opinions as required under the Connected Transaction Notification and perform all related duties. ______________________________________________________________________ Acquisition or disposition of assets The Company's Board of Directors' Meeting No. 4/2025 approved the acquisition of shares in the Company's subsidiaries from 11 minority shareholders by issuing newly issued ordinary shares of the Company in exchange for the shares held by each minority shareholder in the subsidiaries (Share Swap). The objective of the transaction is to restructure the group into a unified and centralized management platform (HalcyONE) in order to enhance the efficiency of management and marketing systems and to maximize long-term benefits for the Company's shareholders. Subsequently, the Board of Directors' Meeting No. 6/2025 approved additional conditions and details to separate the above transactions, some of which constitute Connected Transactions, into two groups: - Group 1: Acquisition of assets of 5 subsidiaries from 9 minority shareholders, which are not considered Connected Transactions. - Group 2: Acquisition of assets of FDM Technology Co., Ltd. from 2 minority shareholders, which is considered a Connected Transaction. The key additional condition is that each acquisition transaction is independent from one another. Therefore, even if the transactions under Group 2 are not approved by the shareholders, the Company may still proceed with the transactions under Group 1. ______________________________________________________________________ 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.