Schedule of Shareholders' meeting
Subject : Schedule of Extra-General Meeting of
Shareholders
Date of Board resolution : 01-Aug-2024
Shareholder's meeting date : 15-Oct-2024
Beginning time of meeting (h:mm) : 14 : 00
Record date for the right to attend the : 16-Aug-2024
meeting
Ex-meeting date : 15-Aug-2024
Significant agenda item :
- Capital increase
- The issuance of convertible securities
- Connected transaction
- Changing the director(s)
Venue of the meeting : at Surasak Ballroom, 11th Floor,
Eastin Grand Hotel Sathorn Bangkok, No. 33/1 South Sathorn Road, Yannawa,
Sathorn, Bangkok
Remark :
In addition to convening the EGM No.1/2024, the Boards of Directors' Meeting
No.5/2024 on August 1, 2024, also passed the following significant resolutions:
the disposition of securities of Roctec Global Public Company Limited
("ROCTEC"), via conditional voluntary tender offer by BTS Group Holdings Public
Company Limited ("BTS"). The aforementioned matter does not require approval
from the EGM.
______________________________________________________________________
Increasing Capital
Subject : Specifying the purpose of utilizing
proceeds
Date of Board resolution : 01-Aug-2024
Number of additional common shares : 8,805,480,334
(shares)
Total of additional shares (shares) : 8,805,480,334
Par value (baht per share) : 0.10
Type of allocated securities : Common shares
Allocated to : Private placement (PP)
Person(s) receiving allotment(s) : CAI Optimum Fund VCC which is managed
by Capital Asia Investments PTE. LTD
Number of allotted shares (shares) : 2,900,000,000
% of Paid Up Capital after capital : 14.50
increase
Subscription price (baht per share) : 1.50
Allocated to : Private placement (PP)
Person(s) receiving allotment(s) : Si Suk Alley Limited Fund which is
managed by Argyle Street Management Limited
Number of allotted shares (shares) : 2,805,480,334
% of Paid Up Capital after capital : 14.03
increase
Subscription price (baht per share) : 1.50
Allocated to : Private placement (PP)
Person(s) receiving allotment(s) : Opus-Chartered Issuances S.A. Fund
which is managed by Agmoni Eyal, Bartelloni Andrea, Maier Daniel, Melizzi
Nicola, Perin Paolo, Wenkel Tobias
Number of allotted shares (shares) : 2,200,000,000
% of Paid Up Capital after capital : 11.00
increase
Subscription price (baht per share) : 1.50
Allocated to : Private placement (PP)
Person(s) receiving allotment(s) : Asean Bounty, managed by Finansia
Investment Management which is in the process of incorporation
Number of allotted shares (shares) : 900,000,000
% of Paid Up Capital after capital : 4.50
increase
Subscription price (baht per share) : 1.50
Total shares allocated to Private : 8,805,480,334
Placement (Shares)
______________________________________________________________________
Issued Convertible Securities
Subject : Issued convertible securities
Date of Board resolution : 01-Aug-2024
Type of allocated securities : Warrants
Allocate to : All common shares' shareholders
Number of allotted warrants (units) : 1,119,451,967
Reserved shares for the exercise of : Common shares
warrants
Number of additional shares (shares) : 1,119,451,967
Ratio (Existing shares : Warrant) : 10.00 : 1.00
Record date for the right to receive warrants
: 16-Aug-2024
Ex-rights date
: 15-Aug-2024
Offering price (baht per unit) : 0.00
Description of warrants
Warrant Symbol : VGI-W4
Name of warrant : Warrants to purchase newly issued
ordinary shares of VGI Public Company Limited No. 4 (VGI-W4)
Exercise ratio (warrant : share) : 1.00 : 1.00
Exercise price (baht per share) : 1.50
Term of warrants :
Not exceeding 9 months from the issuance date. The Company shall not extend
the validity period of the Warrants after the issuance
______________________________________________________________________
Connected transaction
The disposition of all ordinary shares of Roctec Global Public Company Limited
("ROCTEC"), via conditional voluntary tender offer by BTS Group Holdings Public
Company Limited, which constitutes a connected transaction
______________________________________________________________________
Change of director/Executive
Propose that the Extraordinary General Meeting of Shareholders No. 1/2024 to
consider and approve the appointment of six new directors as follows:
1. Pol. Lt. Gen Visanu Prasarttong-Osoth Independent Director
2. Mr. Supa-us Tapaneeyakorn Independent Director
3. Ms. Yaowarote Klinboon Director
4. Asst. Prof. Dr. Thanarerk Thanakijsombat Director
5. Mr. Lap Shun Nelson Leugn Director
6. Mrs. Chitkasem Moo-Ming Director
______________________________________________________________________
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