Date/Time 19 Jun 2025 07:26:00

Headline

Notification of Board of Directors' Meeting Resolutions on Capital Decrease, Issuance and Offering of NRF -W2, Capital Increase, Share Allocation via RO and General Mandate, and Schedule and Agenda of EGM No. 1/2025

Symbol NRF
Source NRF
Schedule of Shareholders' meeting Subject : Schedule of Extra-General Meeting of Shareholders Date of Board resolution : 18-Jun-2025 Shareholder's meeting date : 24-Jul-2025 Beginning time of meeting (hh:mm) : 14 : 00 Record date for the right to attend the : 02-Jul-2025 meeting Ex-meeting date : 01-Jul-2025 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 increase Venue of the meeting : Electronic meeting (E-AGM) Agenda Item : 1 Agenda Detail : To consider and approve the issuance and offering of warrants to purchase the newly issued ordinary shares of the Company No. 2 (NRF-W2) to be allocated to the Company's existing shareholders who have subscribed to and been allocated newly issued ordinary shares issued and offered to the existing shareholders proportionate to their respective shareholdings (Rights Offering) Type : To Consider and approve Board's Resolution : Deemed it appropriate to propose to the Shareholders' Meeting to consider and approve the issuance and offering of warrants to purchase the newly issued ordinary shares of the Company No. 2 (NRF-W2) in the amount of not exceeding 472,552,430 units, for allocation to the existing shareholders of the Company who have subscribed to and been allocated the newly issued ordinary shares issued and offered to the existing shareholders proportionate to their respective shareholdings Agenda Item : 2 Agenda Detail : To consider and approve the decrease of the Company's registered capital, by canceling the Company's shares that have been registered but unsold, and the amendment of Clause 4 of the Company's Memorandum of Association to be in line with the decrease in the Company's registered capital Type : To Consider and approve Board's Resolution : Deemed it appropriate to propose to the Shareholders' Meeting to consider and approve the decrease of the Company's registered capital in the amount of 141,765,729 Baht, by canceling 141,765,729 shares that have been registered but unsold, which are the shares allocated to accommodate the issuance and offering of new ordinary shares under the General Mandate and the amendment of the Memorandum of Association Agenda Item : 3 Agenda Detail : To consider and approve the increase of registered capital of the Company and the amendment of Clause 4 of the Company's Memorandum of Association to be in line with the increase in the Company's registered capital Type : To Consider and approve Board's Resolution : Deemed it appropriate to propose to the Shareholders' Meeting to consider and approve the increase of the Company's registered capital in the amount of 708,828,645 Baht by issuing not exceeding 708,828,645 newly issued ordinary shares and the amendment of the Memorandum of Association Agenda Item : 4 Agenda Detail : To consider and approve the allocation of newly issued ordinary shares of the Company to offer to the existing shareholders of the Company proportionate to their respective shareholdings (Rights Offering) and to accommodate the exercise of the warrants to purchase the newly issued ordinary shares of the Company No. 2 (NRF-W2) Type : To Consider and approve Board's Resolution : Deemed it appropriate to propose to the Shareholders' Meeting to consider and approve the allocation of 567,062,916 newly issued ordinary shares by (1) allocating 94,510,486 newly issued ordinary shares to offer to the existing shareholders of the Company proportionate to their respective shareholding, and (2) allocating 472,552,430 newly issued ordinary shares to accommodate the exercise of NRF-W2 Agenda Item : 5 Agenda Detail : To consider and approve the allocation of newly issued ordinary shares of the Company under General Mandate Type : To Consider and approve Board's Resolution : Deemed it appropriate to propose to the Shareholders' Meeting to consider and approve the allocation of 141,765,729 newly issued ordinary shares under General Mandate More detail : For more information regarding this agenda, please read the Full Detailed News file. Agenda Item : 6 Agenda Detail : Consider other matters (if any) Type : To Consider and approve ______________________________________________________________________ Issued Convertible Securities Subject : Issued convertible securities Date of Board resolution : 18-Jun-2025 Type of allocated securities : Warrants Allocate to : Existing Shareholders who subscribe for additional shares Number of allotted warrants (units) : 472,552,430 Reserved shares for the exercise of : Common shares warrants Number of additional shares (shares) : 94,510,486 Ratio (additional shares : Warrant) : 1.00 : 5.00 Offering price (baht per unit) : 0.00 Description of warrants Warrant Symbol : NRF-W2 Name of warrant : Warrants to Purchase the Newly Issued Ordinary Shares of the Company No. 2 Exercise ratio (warrant : share) : 1.00 : 1.00 Exercise price (baht per share) : 1.00 Term of warrants : Not exceeding 3 years from the issuance date of the Warrants ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 18-Jun-2025 Number of additional common shares : 567,062,916 (shares) Total of additional shares (shares) : 567,062,916 Par value (baht per share) : 1.00 Type of allocated securities : Common shares Allocated to : All Common shares' shareholders Number of allotted shares (shares) : 94,510,486 Ratio (Old : New) : 15.00 : 1.00 Subscription price (baht per share) : 1.00 Subscription period : From 21-Aug-2025 to 27-Aug-2025 Record date for the right to : 04-Aug-2025 subscribe additional shares Ex-Rights Date (XR) : 01-Aug-2025 ______________________________________________________________________ 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.