Date/Time 25 Sep 2025 17:38:00

Headline

Notification on the Board of Directors' Resolution Regarding Asset Monetization, as an Acquisition and Disposal of Assets and Connected Transaction, Appointment of Independent Financial Advisor, and Convening of the EGM of Shareholders No.2/2025

Symbol TOP
Source TOP
Schedule of Shareholders' meeting Subject : Schedule of Extra-General Meeting of Shareholders Date of Board resolution : 25-Sep-2025 Shareholder's meeting date : 09-Dec-2025 Beginning time of meeting (hh:mm) : 14 : 00 Record date for the right to attend the : 09-Oct-2025 meeting Ex-meeting date : 08-Oct-2025 Significant agenda item : - Connected transaction Venue of the meeting : Electronic Means (E-EGM) Agenda Item : 1 Agenda Detail : To consider and approve the Asset Monetization Project of selected Infrastructure assets of the Company i.e., crude oil storage tanks, Single Buoy Mooring (SBM), lorry loading station, and land), located in Si Racha District, Chonburi Province. The transaction involves a long-term lease of the assets to a newly established subsidiary and a sublease of the same assets back to the Company under a short-term lease agreement. This transaction constitutes both a connected transaction and an acquisition and disposal of assets by a listed company. Type : To Consider and approve Board's Resolution : BoD (excluding directors with a conflict of interest in the transaction) is of the opinion that TOP's Asset Monetization Transaction is reasonable, with an appropriate price determined based on the market price or appraised value of the assets in the transaction by an independent valuer. BoD has considered the best interests of TOP. It is expected that, upon completion of the Transaction, TOP will receive additional net cash flow of THB 18,230 mm. This will strengthen TOP's financial position, enhance its business potential, and enable TOP to manage its capital structure and financial liabilities at a more appropriate level, resulting in improved financial ratios and reduced long-term financial risks that may arise from business volatility. TOP will obtain funding from the transaction at an appropriate financial cost, thereby creating value and monetizing its existing infrastructure assets, apart from capital market fundraising. Furthermore, TOP will be able to continuously use the Leased Assets through the Sublease Agreement without impacting on its operations. Entering into the Transaction with the New Subsidiary is deemed beneficial to TOP in various aspects. The consideration received from the Long-term Lease Transaction is appropriate, as it is not less favorable than the market value appraised by an independent property valuer. Likewise, the sublease rental fees payable by TOP to the New Subsidiary are appropriate, as they are not higher than the amounts TOP would expect to pay to external parties in a similar transaction, and the impact on TOP's refinery operations is less than would be the case if the transaction were conducted with other business partners. In addition, although the shareholding structure of the New Subsidiary involves an indirect interest held by TOP's major shareholder, TOP has sufficient governance mechanisms in place to ensure that the New Subsidiary's operations are carried out in the best interests of TOP and its shareholders. For these reasons, BoD (excluding directors with conflict of interests in the transaction) has resolved to approve the Transaction. ______________________________________________________________________ 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.