Date/Time 08 Jun 2026 07:40:00

Headline

Resolutions of the Board of Directors' Meeting No. 4/2026 regarding Convertible Debentures, Capital Increase and EGM No. 1/2026

Symbol MGI
Source MGI
Schedule of Shareholders' meeting Subject : Schedule of Extra-General Meeting of Shareholders Date of Board resolution : 05-Jun-2026 Shareholder's meeting date : 17-Jul-2026 Beginning time of meeting (hh:mm) : 10 : 30 Record date for the right to attend the : 22-Jun-2026 meeting Ex-meeting date : 19-Jun-2026 Significant agenda item : - Capital increase - The issuance of convertible securities - None 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 2026 Type : To Consider and approve Board's Resolution : The Board of Directors has considered and is of the opinion that the Minutes of the 2026 Annual General Meeting of Shareholders, held on 23 April 2026, were correctly and completely recorded. The Board therefore recommends that the shareholders approve the said minutes. Agenda Item : 2 Agenda Detail : To consider and approve the issuance and offering of convertible debentures to a private placement investor(s). Type : To Consider and approve Board's Resolution : The Board of Directors has resolved to propose to the Extraordinary General Meeting of Shareholders No. 1/2026 for consideration and approval of the issuance and offering of convertible debentures of the Company in an aggregate amount of not exceeding Baht 500,000,000 to Triton Capital Fund VCC ("TCF VCC"), a private placement investor. The conversion price of such convertible debentures shall not be lower than 90 percent of the market price, subject to the terms and conditions set out in the Summary of Key Terms and Conditions of the Convertible Debentures (Enclosure 1). The Company intends to utilize the proceeds received from the issuance and offering of the convertible debentures as working capital for its business operations, to support business expansion, and to pursue future investment opportunities of the Company within approximately 1 to 3 years. The Board of Directors has considered and is of the opinion that the issuance and offering of the convertible debentures is appropriate and beneficial to the Company, as it will enhance the Company's financial flexibility, strengthen its capital structure, and improve its liquidity. Therefore, the Board of Directors deems it appropriate to propose that the shareholders' meeting approve the transaction as detailed above. Agenda Item : 3 Agenda Detail : To consider and approve the increase of registered capital and the amendment to the company's Memorandum of Association to reflect the capital increase Type : To Consider and approve Board's Resolution : The Board of Directors has resolved to propose to the Extraordinary General Meeting of Shareholders No. 1/2026 for consideration and approval of the increase in the Company's registered capital by Baht 50,682,550, from the existing registered capital of Baht 147,000,000 to Baht 197,682,550, through the issuance of 101,365,100 newly issued ordinary shares with a par value of Baht 0.50 per share, to accommodate the exercise of conversion rights under the convertible debentures to be issued and offered to Triton Capital Fund VCC ("TCF VCC"), a private placement investor, as detailed in the proposal. In addition, the Board of Directors has resolved to propose to the Extraordinary General Meeting of Shareholders No. 1/2026 for consideration and approval of the amendment to Clause 4 (Registered Capital) of the Company's Memorandum of Association to be consistent with the increase in the Company's registered capital. The Board of Directors has considered and is of the opinion that the increase in the registered capital and the amendment to the Memorandum of Association are necessary and appropriate to accommodate the exercise of conversion rights under the convertible debentures and are in compliance with the relevant laws and regulations. Therefore, the Board of Directors deems it appropriate to propose that the shareholders' meeting approve the proposal as presented. Agenda Item : 4 Agenda Detail : To consider the approval for issuance of convertible securities Type : To Consider and approve Board's Resolution : The Board of Directors is of the opinion that the issuance and offering of the Convertible Debentures on this occasion will be beneficial to the Company and its shareholders as a whole, as it will provide an additional financing alternative to support the Company's business operations, investment expansion, and future growth. The Board has carefully considered the key terms and conditions of the Convertible Debentures, including the conversion price and the potential effects on the shareholders. The Board is of the view that such terms and conditions are appropriate and are in the best interests of the Company and its shareholders as a whole. Accordingly, the Board deems it appropriate to propose that the shareholders' meeting consider and approve the issuance and offering of the Convertible Debentures in accordance with the details as proposed. Agenda Item : 5 Agenda Detail : To consider and approve the allocation of newly issued ordinary shares to accommodate the exercise of conversion rights of the convertible debentures. Type : To Consider and approve Board's Resolution : The Board of Directors is of the opinion that the increase of the Company's registered capital and the allocation of newly issued ordinary shares to accommodate the conversion rights of the convertible debentures are appropriate and beneficial to the Company and its shareholders. The transaction will strengthen the Company's financial position, enhance liquidity, and provide greater flexibility in raising funds to support its business operations and future expansion plans. Although the conversion of the convertible debentures may result in dilution of the existing shareholders' shareholding interests, the Board believes that the benefits to be derived by the Company outweigh such potential effects and are in the best interests of the Company and its shareholders as a whole. Accordingly, the Board deems it appropriate to propose this matter for shareholders' approval. Agenda Item : 6 Agenda Detail : To consider other agenda Type : To Consider and approve ______________________________________________________________________ Issued Convertible Securities Subject : Issued convertible securities Date of Board resolution : 05-Jun-2026 Type of allocated securities : Convertible debentures Allocate to : Private placement (PP) Person receiving allotment : Triton Capital Fund VCC Number of allotted convertible : 500,000 debentures (units) Reserved shares for the exercise of : Common shares convertible debentures Number of additional shares (shares) : 101,365,100 Offering price (baht per unit) : 1,000.00 Offering date : From 01-Sep-2026 to 31-Aug-2029 Description of convertible debentures Name of convertible debentures : Convertible Debentures of Miss Grand International Public Company Limited No. 1/2026 Conversion ratio(debentures : 0.00 : 0.00 :shares) Conversion price (baht per share) : 4.4394 Term of convertible debentures : A term of 3 years commencing from the issuance date of the relevant tranche of the Convertible Debentures. The offering price is lower than the market price : To be specified later. ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 05-Jun-2026 Number of additional common shares : 101,365,100 (shares) Total of additional shares (shares) : 101,365,100 Par value (baht per share) : 0.50 Type of allocated securities : Common shares Allocated to : Reserved shares for the exercise of convertible securities Number of allotted shares (shares) : 101,365,100 ______________________________________________________________________ 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.