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Resolutions of the Board of Directors' Meeting No. 4/2026 and Schedule for the Extraordinary General Meeting of Shareholders No. 1/2026

The Stock Exchange of Thailand·10/06/2026 12:22:27
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Schedule of Shareholders' meeting Subject : Schedule of Extra-General Meeting of Shareholders Date of Board resolution : 06-Oct-2026 Shareholder's meeting date : 30-Nov-2026 Beginning time of meeting (hh:mm) : 14 : 00 Record date for the right to attend the : 20-Oct-2026 meeting Ex-meeting date : 19-Oct-2026 Significant agenda item : - Connected transaction Type of meeting : Physical meeting Venue of the meeting : The Academy Room, 2nd Floor, SC Group Building, The Parkland Road, Bang Na Nuea Subdistrict, Bang Na District, Bangkok 10260 Agenda Item : 1 Agenda Detail : To consider and adopt the minutes of the Annual General Meeting of Shareholders 2029 Type : To Consider and approve Board's Resolution : The Board considered the Minutes of the Annual General Meeting of Shareholders 2026 and deemed it appropriate to propose the said minutes to the shareholders' meeting for further consideration and certification. Agenda Item : 2 Agenda Detail : To consider and approve the acquisition of the land leasehold right over the area in Map Ta Phut Industrial Estate and payment of relinquishment remuneration to a related company and the entry into a land lease agreement with the Industrial Estate Authority of Thailand Type : To Consider and approve Board's Resolution : The Board of Directors (excluding directors with a conflict of interest) resolved to approve proposing to the Shareholders' Meeting for consideration and approval of the acquisition of the land leasehold right in Map Ta Phut Industrial Estate, the payment of relinquishment remuneration to SC Management Co., Ltd. (SCM), and the entry into the land lease agreement with the Industrial Estate Authority of Thailand (IEAT). This transaction constitutes a connected transaction, as Mr. Nattapop Rattanasuwanthawee, Mr. Nattapong Rattanasuwanthawee, and Mrs. Bongkoch Rungkornpaisarn serve as common directors and/or shareholders. In addition, the Board approved the disclosure of the information memorandum to the Stock Exchange of Thailand (SET) and the appointment of IV Global Securities Public Company Limited as the Independent Financial Advisor (IFA) to render an opinion for the shareholders' consideration. Agenda Item : 3 Agenda Detail : To consider other agenda Type : To Consider and approve ______________________________________________________________________ Connected transaction The Board of Directors' Meeting (excluding directors with a conflict of interest) considered the details and appropriateness of the connected transaction and resolved to approve NFCW Co., Ltd. ("NFCW"), a wholly-owned subsidiary of the Company, to acquire the land use right in Map Ta Phut Industrial Estate, covering a total area of approximately 70 rai, by paying relinquishment remuneration to SC Management Co., Ltd. ("SCM"), a connected person, with a total transaction value of THB 455.00 million. The purpose of this transaction is to expand service offerings and accommodate land usage for Aibel Thailand Limited ("AIBEL") under Phase 2, which will generate a stable long-term revenue stream for the Group. The Board of Directors considered that the transaction is reasonable and in the best interest of the Company and its shareholders, as it optimizes the utilization of space within the industrial estate area, and the transaction value is appropriate and comparable to market prices. When calculating the transaction size under the Net Asset (NA) criteria based on the consolidated financial statements as of June 30, 2026, the transaction value of THB 455.00 million represents 22.42 percent of the Company's net assets, which exceeds 3.00 percent. Consequently, it constitutes a large-scale connected transaction. The Board thus resolved to approve proposing the transaction to the Shareholders' Meeting for approval, approving the disclosure of the Information Memorandum to the Stock Exchange of Thailand, and appointing IV Global Securities Public Company Limited as the Independent Financial Advisor (IFA) to render an opinion on the transaction. In this regard, the interested directors and/or directors connected to the counterparty, namely Mr. Nuttaphob Ratanasuwanthawee, Mr. Nataphong Ratanasuwanthawee, and Mrs. Bongkoch Rungkornpaisarn, abstained from attending the meeting and voting on this agenda item. ______________________________________________________________________ Acquisition or disposition of assets Subsequent to Chevron Thailand Exploration and Production, Ltd. (Chevron) expressing its intention in 2024 to relinquish its land leasehold right to the Company due to a change in Chevron's investment policy, and given that the Company was subject to certain restrictions regarding the acquisition of such leasehold right from Chevron at that time, SC Management Co., Ltd. (SCM) entered into an agreement to acquire the land leasehold right from Chevron instead. Currently, the Group plans to enter into an asset acquisition transaction by acquiring the leasehold right over the aforementioned land (approximately 70 rai) from SCM and entering into a 30-year long-term land lease agreement with the Industrial Estate Authority of Thailand (IEAT). In this regard, the Company is in the process of engaging an independent appraiser to evaluate the value of the land use right, as well as an Independent Financial Advisor (IFA) to evaluate the reasonableness and maximum benefit of entering into this asset acquisition and connected transaction, in order to propose the matter for approval at the Shareholders' Meeting, which is planned to be held within the fourth quarter of 2026. ______________________________________________________________________ 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.