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Notification of the date of the Extraordinary General Meeting No.2/2026 (Revised)

The Stock Exchange of Thailand·11/10/2026 13:00:40
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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) : - ______________________________________________________________________ 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.