518/5 Maneeya Building Center, 16th Floor, Ploenchit Road, Lumpinee, Pathumwan, Bangkok 10330 Thailand

- Translation -

No. STARK009/2022

August 1, 2022

Subject: Notification of the resolution of the Board of Directors' Meeting No. 5/2022 Re: the increase of registered capital for the allocation of newly issued ordinary shares of the Company to the specific investors (Private Placement), the amendment of the Extraordinary General Meeting of Shareholders' Date No. 1/2022 and the Record Date, and the addition to the agenda of the Extraordinary General Meeting of Shareholders No. 1/2022 (Amendment No.1)

Attention: President

The Stock Exchange of Thailand

Enclosure

  1. Capital Increase Report Form (F53-4)
  2. Information memorandum regarding the allocation of newly issued ordinary shares to the specific investors (Private Placement) of Stark Corporation Public Company Limited

Stark Corporation Public Company Limited (the "Company") hereby informs the significant resolution of the Board of Directors' Meeting No. 5/2022, which was held on July 29, 2022 at 15.30 hours, to the Stock Exchange of Thailand (the "SET") as follows:

1. As the Company has disclosed in the resolution of the Board of Directors Meeting No. 4/2022, dated May 23, 2022, which resolved to approve the Company's acquisition of shares in LEONI Kabel GmbH, a limited liability company registered under the laws of Germany and LEONIsche Holding Inc., a Delaware corporation registered under the laws of Delaware (collectively, the "Target Companies"), in the proportion of 100 percent of all ordinary shares of the Target Companies. The total transaction value is not higher than Euro 560 million (or approximately not higher than THB 20,588.90 million), whereby most of the source of funds is from the Company's internal cash flow. In the event that the Company's internal cash flow is not enough, the Company shall consider the further capital increase. The Board of Directors' Meeting considered that the Company is in need of additional capital in order to provide the Company with funding sources. Therefore, the Board of Directors' Meeting resolved to grant approval to propose to the Extraordinary General Meeting of Shareholders No. 1/2022 to consider approving the increase of the registered capital of the Company by THB 1,500,000,000 from the existing registered capital of THB 15,875,206,607 to THB 17,375,206,607 by issuing 1,500,000,000 newly issued ordinary shares with the par value of THB 1.00 per share to be offered to the specific investors (Private Placement) by assigning the Board of Directors to determine the offering price in accordance with the market price and approving the amendment of clause 4 of

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STARK CORPORATION PUBLIC COMPANY LIMITED

I Tel: (+66) 2 6805800 I Fax: (+66) 2 6805899 I Email: info@starkcorporation.comI www.starkcorporation.com

518/5 Maneeya Building Center, 16th Floor, Ploenchit Road, Lumpinee, Pathumwan, Bangkok 10330 Thailand

- Translation -

the Company's Memorandum of Association to be in line with the increase of the registered capital of the Company.

In this regard, the Board of Directors deemed it appropriate to propose to the Extraordinary General Meeting of Shareholders to consider authorizing the Board of Directors or the Chairman of the Board of Directors or the Chief Executive Officer and/or the person appointed and assigned by the Board of Directors or the Chairman of the Board of Directors or the Chief Executive Officer to have the power to consider determining, amending or revising terms and conditions of the capital increase, including but not limit to the determination of the amount of registered capital of the Company and number of newly issued ordinary shares of the Company, registration of the amendment of the Memorandum of Association with the Department of Business Development, Ministry of Commerce, and to also have the power to take all necessary actions in accordance with the Registrar's order to complete the registration.

2. It was resolved to grant approval to propose to the Extraordinary General Meeting of Shareholders to consider approving the issuance and allocation of newly issued ordinary shares by issuing the amount of no more than 1,500,000,000 newly issued ordinary shares to be offered to the specific investors (Private Placement) by assigning the Board of Directors to determine the offering price in accordance with the market price.

The Company is in the process of (1) selecting investors with the characteristics, type and amount deemed to be the issuance and offering of newly issued ordinary shares to the specific investors (Private Placement) and (2) considering the selection of whom to be allocated the new ordinary shares to, which must be a potential investor who can actually invest in the Company, who will not involve in the management of the Company nor take a position as a director or executive of the Company and not be a connected person according to the Notification of the Capital Market Supervisory Board Re: Rules for Connected Transactions and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Operating Principles of Listed Companies in Connected Transactions. The Company will make an announcement to the SET once the relevant information regarding the investors has been obtained.

The offering price to the specific investors (Private Placement) will be determined by the Board of Directors or the person assigned by the Board of Directors, including the Chairman of the Board of Directors or the Chief Executive Officer, whereby the offering price will be at the market price and the most optimum price in accordance with the market situation during the offering period to the investors, which shall not be lower than the price defined by the book building process conducted by the

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STARK CORPORATION PUBLIC COMPANY LIMITED

I Tel: (+66) 2 6805800 I Fax: (+66) 2 6805899 I Email: info@starkcorporation.comI www.starkcorporation.com

518/5 Maneeya Building Center, 16th Floor, Ploenchit Road, Lumpinee, Pathumwan, Bangkok 10330 Thailand

- Translation -

securities company pursuant to the Notification of the Capital Market Supervisory Board re: approval for the listed companies to issue the newly-issued shares to the specific investors.

In the case of Private Placement offering at a price that is lower than 90 percent of the market price, before the SET's order to accept such newly issued ordinary shares as listed securities, the Company is obliged to prohibit investors from selling all such newly issued ordinary shares within one year from the date on the Company's newly issued ordinary shares start trading on SET. After six months, investors may sell up to 25 percent of the total number of shares that are subject to the restrictions in accordance with the requirements under the Notification of the Stock Exchange of Thailand re: Requirements, Conditions and Methods of Considering an Application to List Ordinary or Preferred Shares.

Shareholding percentage of investors in the Company following the issuance and offering of newly issued ordinary shares to the specific investors (Private Placement) must not cause the investors to have the obligation to make a mandatory tender offer required under the Notification of the Capital Market Supervisory Board re: Requirements, Conditions and Methods of Takeover including relevant rules and announcements or cause a breach of the foreign shareholding limit as provided under the Company's Articles of Association, which is currently at 49 percent of the total number of issued shares of the Company.

In this regard, the Board of Directors deemed it appropriate to propose to the Extraordinary General Meeting of Shareholders to consider authorizing the Board of Directors or the Chairman of the Board of Directors or the Chief Executive Officer and/or the person appointed and assigned by the Board of Directors or the Chairman of the Board of Directors or the Chief Executive Officer to have the power to determine and/or amend other details that are necessary and related to the issuance and offering of the newly issued ordinary shares to be allocated to the specific investors (Private Placement) as appropriate and to the extent that they are not inconsistent with related notification, regulation or law, including determining and amending the subscription date and offering date, payment method (whether in cash or in kind), and amount of newly issued ordinary shares allocated as well as the conditions and related details, word or text correction in the minutes of the shareholders' meeting, memorandum of association and/or various applications and/or take any action in order to comply with the order of the registrar in filing the registration of increase of registered capital of the Company to the Department of Business Development, Ministry of Commerce, signing the application and supporting documents related to the allocation of newly issued ordinary share to the specific investors, including contacting and submitting an application and supporting documents to government agencies or agencies involved in the allocation of newly issued ordinary shares as well

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STARK CORPORATION PUBLIC COMPANY LIMITED

I Tel: (+66) 2 6805800 I Fax: (+66) 2 6805899 I Email: info@starkcorporation.comI www.starkcorporation.com

518/5 Maneeya Building Center, 16th Floor, Ploenchit Road, Lumpinee, Pathumwan, Bangkok 10330 Thailand

- Translation -

as listing the newly issued ordinary shares as listed securities on the SET, and taking any action as necessary and relevant for the successful allocation of newly issued ordinary shares to the specific investors, including appointing and assigning other appropriate persons to perform the above actions. Such action must be in accordance with the relevant laws and regulations regarding the issuance and offering of the newly issued ordinary shares.

  1. It was resolved to amend the date of the Extraordinary General Meeting of Shareholders No. 1/2022 and the date to determine the names of shareholders who are entitled to attend the Extraordinary General Meeting No. 1/2022 (Record Date) as follows:
    1. change the date of the Extraordinary General Meeting No. 1/2022 form Wednesday, October 12, 2022 to Friday, September 2 3 , 2022 at 14.00 by broadcasting live via electronic devices only.
    2. change the date to determine the names of shareholders who are entitled to attend the Extraordinary General Meeting No. 1/2022 (Record Date) from Monday, September 12, 2022 to Tuesday, August 30, 2022.
  2. It was resolved to grant approval to add the additional agenda of the Extraordinary General Meeting No. 1/2022 by adding Agenda Item 3 to consider and approve the increase of the registered capital of the Company and amendments to Clause 4 of the Memorandum of Association (Registered Capital) to be in line with the increase of the registered capital of the Company, and Agenda Item 4 to consider and approve the allocation of newly issued ordinary shares of the Company to the specific investors (Private Placement) with conditions as specified to the Extraordinary General Meeting No. 1/2022 which will be held on Friday, September 23, 2022 at 14.00 hours. broadcasting live via electronic devices from the meeting room at the Company's head office at No. 518/5 Maneeya Centre Building,
    16th Floor, Ploenchit Road, Lumpini Sub-District, Pathumwan District, Bangkok and the record date to determine the list of shareholders entitled to attend the Meeting (Record Date) to be Tuesday, August 30, 2022, as per the following agenda:

  3. Agenda Item 1 To consider approving the Minutes of the 2022 Annual General Meeting of Shareholders;
    Agenda Item 2 To consider approving the acquisition of shares in LEONI Kabel GmbH and LEONIsche Holding Inc and certain intercompany financing receivables, including the execution of the Sale and Purchase Agreement, other arrangements, contracts and documents relating to such Proposed Transaction, which constitutes a transaction on acquisition of assets;
    Agenda Item 3 To consider and approve the increase of the registered capital of the Company and amendments to Clause 4 of the Memorandum of Association

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STARK CORPORATION PUBLIC COMPANY LIMITED

I Tel: (+66) 2 6805800 I Fax: (+66) 2 6805899 I Email: info@starkcorporation.comI www.starkcorporation.com

518/5 Maneeya Building Center, 16th Floor, Ploenchit Road, Lumpinee, Pathumwan, Bangkok 10330 Thailand

- Translation -

(Registered Capital) to be in line with the increase of the registered capital of the Company;

Agenda 4 Item To consider and approve the allocation of newly issued ordinary shares of the Company to the specific investors (Private Placement); and

Agenda Item 5 To consider other matters (if any).

Please be informed accordingly.

Sincerely yours,

-Mr. Chanin Yensudchai-

(Mr. Chanin Yensudchai)

Chairman

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STARK CORPORATION PUBLIC COMPANY LIMITED

I Tel: (+66) 2 6805800 I Fax: (+66) 2 6805899 I Email: info@starkcorporation.comI www.starkcorporation.com

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Stark Corporation pcl published this content on 05 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 August 2022 00:10:06 UTC.