(Translation)

Ref. MONO 010/2022

August 10, 2022

Subject:

Notification of the Board of Directors about the schedule of the Extraordinary General Meeting

of Shareholders No.1/2022 by e-Meeting(E-AGM) and capital increase under General

Mandate

To:

President

The Stock Exchange of Thailand

Enclosures

1) Capital Increase Report Form (F 53-4)

According to the meeting of the Board of Directors of Mono Next Public Company Limited (the "Company") No. 4/2022 held on August 10, 2022, the Board of Directors has passed the following resolutions:

  1. The meeting has approved to propose the shareholders' meeting for consideration and approval on the increase in registered capital in the amount of 34,700,000Baht, divided into 347,000,000 ordinary shares at the par value of 0.10 Baht per share from previously 347,105,403.80 Baht to 381,805,403.80 Baht, divided into 3,818,054,038 ordinary shares at the par value of 0.10 Baht per share.
  2. The meeting has approved to propose the shareholders' meeting for consideration and approval on approve the amendment of Clause 4. of the Company's Memorandum of Association to be in line with the reduction of registered capital, as following details.

"Clause 4. Registered Capital

381,805,403.80 Baht

(Three Hundred and Eighty-One

Million, Eight Hundred and Five

Thousand, Four Hundred and

Three Baht Eighty Satang)

divided into

3,818,054,038 Shares (Three Thousand, Eight Hundred

and Eighteen Million, Fifty-Four

Thousand, and Thirty-Eight

Shares)

Par value

0.10 Baht

(Ten Satang)

Classified as:

Ordinary Shares

3,818,054,038 Shares (Three Thousand, Eight Hundred

and Eighteen Million, Fifty-Four

Thousand, and Thirty-Eight

Shares)

Preferred Stock

- Shares"

In this regard, the authorized director and/or a person who is assigned by such authorized director shall have authority to register for the change in Memorandum of Association with Department of Business Development as well as to amend and insert any statement or proceed complying with the registrar's order.

3. The meeting has approved to propose the shareholders' meeting for consideration and approval on the allotment of shares under General Mandate for the amount of 347,000,000 shares at the par value of 0.10 Baht per share, and at the offering price of not lower than 90 percent of the average market price per share for sales of securities via private placement.

In this regards, the Board of Directors shall consider and determine the conditions and other details concerning the allocation and sales of the said shares as well as to sign any relevant document and proceed any action as deemed necessary and appropriate for the allocation of the aforementioned ordinary shares. The details are stated in the Capital Increase Report Form (F53-4) as enclosure No.1.

4. The Extraordinary General Meeting of Shareholders No.1/2022 will be held on Tuesday, September 27, 2022 at 14.00 p.m. by e-Meeting, under the Emergency Decree on Electronic Meetings, at the Company's meeting room at 29/9 Moo 4, Chaiyaphruek Road, Bang Phlap, Pak Kret, Nonthaburi

11120. The meeting will consider the following agenda:

Agenda 1: To consider certifying the Minutes of proposed the 2022 Annual General Meeting of Shareholders

Agenda 2: To consider and approve the capital increase from 347,105,403.80 Baht to 381,805,403.80 Baht

Agenda 3: To consider and approve the amendment of Clause 4. of the Company's Memorandum of Association to be in line with the reduction of registered capital

Agenda 4: To consider and approve the allocation of the Company's newly issued shares under General Mandate, at the amount not exceeding 347,000,000 shares and at the par value of 0.10 Baht per share or 10 percent of paid capital, in order to offer to private placement.

Agenda 5: To consider other issues (if any)

5. The Company shall fix the record date to prepare lists of shareholders entitled to attend the Extraordinary General Meeting of Shareholders No.1/2022 on August 25, 2022. Furthermore, the Board of Directors, and/or the Chief Executive Officer, and/or any person appointed by the Board of Directors and/or the Chief Executive Officer, shall be authorized to amend or change the date to record the names of the shareholders who are entitled to attend the Extraordinary General Meeting of Shareholders No.1/2022, including to amend or change the date, time, and venue of the Extraordinary General Meeting of Shareholders No.1/2022 in the case of any issue concerning the preparation of documentation and information which results in a delay in the delivery of documentation and information to the shareholders within the period required by law, or in the case of any necessary circumstance requiring the Company to amend or change the date or time as appropriate.

The invitation to the Extraordinary General Meeting of Shareholders No.1/2022 and other relevant documents will be available via the Company's website (www.mono.co.th) on September 5, 2022 onwards.

Please be informed accordingly.

Yours sincerely,

Mono Next Public Company Limited

(Mr. Patompong Sirachairat)

Chief Executive Officer

Enclosure 1.

(Translation)

(F 53-4)

Capital Increase Report Form

Mono Technology Public Company Limited

August 10, 2022

Mono Next Public Company Limited (the "Company") hereby reports the resolutions of the Board of Directors' meeting No. 4/2022 which was held on August 10, 2022 with respect to the capital increase and the allocation of shares as follows:

1. Capital Increase

The meeting of the Board of Directors passed the resolution approving the reduction and increase of the Company's registered capital as below:

  • The increase of the Company's registered capital from 347,105,403.80 Baht to 381,805,403.80 Baht by mean of the issuance of 347,000,000ordinary shares with the par value of 0.10 Baht per share, totally
    34,700,000 Baht. Details of each type of capital increase are as follows:

Type of Capital Increase

Type of Share

No. of Shares

Par Value

Total

(Shares)

(Baht per share)

(Baht)

Specifying the purpose of

Ordinary share

-

-

-

utilizing proceeds

Preferred share

-

-

-

General Mandate

Ordinary share

347,000,000

0.10

34,700,000.-

Preferred share

-

-

-

  • If specifying the purpose of utilizing proceeds, all of the following items must be filled out, except item No. 2.2
  • If under General Mandate, only items No. 2.2, No. 3 and No. 4 need to be filled out.
    2. Allotment of new shares
    2.1. If specifying the purpose of utilizing proceeds

Allotted to

Number of

Ratio

Sale price

Subscription and

Remark

Shares (Shares)

(Old : New)

(Baht/Share)

Payment Period

Existing shareholders

-

-

-

-

-

General public

-

-

-

-

-

Other persons

-

-

-

-

-

To support the conversion

-

-

-

-

-

/ exercising rights of a given

instrument (specify)

2.1.1 The Company's plan in case there is a fraction of shares remaining

  • None -

Enclosure 1.

2.2 If under General Mandate

Allotted to

Type of Shares

Number of

Percentage of paid-

Remark

Shares (Shares)

up capital1/

Existing Shareholders

Ordinary

-

-

-

To support the exercise of

Preferred

-

-

-

transferable subscription rights

-

-

-

General Public

Ordinary

-

-

-

Preferred

-

-

-

Private Placement

Ordinary

347,000,000

10

Please consider other

conditions in the

remarks below.

Preferred

-

-

-

1/ Percentage of paid-up capital on the date that the Board of Directors resolves to increase capital under General Mandate.

Remarks

  1. Allotment of newly issued ordinary shares via private placement is not regarded as the offering of shares at a low price according to Notification of Capital Market Supervisory Board on Application for and Approval of Offer for Sale of Newly Issued Shares (as amended).
  2. The allotment of newly issued ordinary shares via private placement shall be completed prior to the date of the Company's next Annual General Meeting of Shareholders or the date required by laws to hold the next Annual General Meeting of Shareholders, whichever comes first.
  3. The Board of Committee shall have authority to deliberate the conditions and details concerning the allotment and the offering of shares, sign the related documents and manage any process that may benefit the allotment of newly issued ordinary shares.
  1. Schedule of the Extraordinary General Meeting of Shareholders to approve the capital increase and the allocation of shares
    Convene the Extraordinary General Meeting of Shareholders No.1/2022 on Tuesday, September 27, 2022 at 14.00 p.m. by e-Meeting, under the Emergency Decree on Electronic Meetings, Set the Record Date to determine the list of shareholders entitled to attend the Shareholders' Meeting on August 25, 2022.
  2. Approval of the capital increase / allocation of shares by relevant governmental agency and related conditions thereto (if any)
  1. The Approval by the Extraordinary General Meeting of Shareholders No.1/2022
  2. The Approval by the Office of the Securities and Exchange Commission
  3. The Ministry of Commerce: To file for the capital increase and register the change in the paid-up capital with the Department of Business Development, the Ministry of Commerce.

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Mono Next pcl published this content on 10 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 August 2022 13:00:09 UTC.