| Headline: | (Revised) |
| Security Symbol: | LTS |
| Schedule of Shareholders’ meeting |
| Subject | Schedule of Extra-General Meeting of Shareholders |
| Date of Board resolution | 31-Mar-2025 |
| Shareholder’s meeting date | 26-May-2025 |
| Beginning time of meeting (hh:mm) | 10 : 00 |
| Record date for the right to attend the meeting | 02-May-2025 |
| Ex-meeting date | 30-Apr-2025 |
| Significant agenda item | - Capital increase
- Acquisition and disposition of assets
- To consider and approve the amendment of Article of the Company’s Memorandum of Association to reflect the capital reduction
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| Venue of the meeting | Electronic Meetings |
| Agenda Item 1 |
| Agenda Detail | Acknowledged the report of the 2025 Annual General Meeting of Shareholders. Which met on April 30, 2025 |
| Type | To acknowledge |
| Board’s Resolution |
| The Board of Directors considered and saw that the report of the 2025 Annual General Meeting of Shareholders must be prepared correctly and completely. Therefore, it is appropriate to propose it to the 1/2025 Extraordinary General Meeting of Shareholders for consideration and approval of the said report. |
| Agenda Item 2 |
| Agenda Detail | To consider and approve the acquisition of assets by the investment in ordinary shares of E.N. Soft Company Limited through the Entire Business Transfer (EBT) from E.N. Global Holdings Company Limited |
| Type | To Consider and approve |
| Board’s Resolution |
| The Board of Directors considered and agreed to propose to the Extraordinary General Meeting of Shareholders No. 1/2025 for consideration and approval of the acquisition of assets by investing in ordinary shares of E.N. Soft Co., Ltd. under the entire business transfer (EBT) process of E.N. Global Holdings Co., Ltd. |
| Acquisition or disposition of assets |
| The acquisition of assets by purchasing 100,000 ordinary shares of E.N. Soft Co., Ltd. (“ENS”) with a par value of THB 100 per share at a purchase price of THB 2,144.00 per share, representing 100.00 percent of the total shares of ENS, with a total transaction value of THB 214,400,000 (“ENS ordinary shares”). The Company will receive the transfer of ENS ordinary shares from E.N. Global Holdings Co., Ltd. (“ENGH”) under the entire business transfer (EBT) process, which means all assets, liabilities, rights, duties and responsibilities of ENGH that currently exist and will exist in the future as of the entire business transfer date. This includes 100,000 ordinary shares with a par value of THB 100 per share in ENS, which are held by ENGH (or 100 percent of the total number of registered and paid-up shares of ENS), including the execution of the entire business transfer agreement, other agreements and documents related to the acquisition and transfer of the entire business from ENGH. In this regard, the Company will pay for the purchase of ordinary shares of ENS by the newly issued ordinary shares of the Company in the form of: A private placement offering to a limited number of persons (Private Placement) to ENGH instead of Cash payment with a share swap rate of 1 ordinary share of ENS for 320 ordinary shares of the Company This represents a total value of 214,400,000 baht at an offering price of 6.70 baht per share. Therefore, the Company will allocate 32,000,000 additional common shares to pay for the purchase and transfer of all business from ENGH at a price of 6.70 baht per share, with a par value of 0.50 baht per share, which will be offered for sale to ENGH in the proportion of 13.41 percent of the total number of shares sold by the Company. |
| Agenda Item 3 |
| Agenda Detail | Consider approving the reduction of the Company’s registered capital by cutting unissued shares. |
| Type | To Consider and approve |
| Board’s Resolution |
| The Board of Directors considered and agreed to propose to the Extraordinary General Meeting of Shareholders No. 1/2025 for consideration and approval of the reduction of the Company’s registered capital by cutting shares that have not yet been issued. |
| Agenda Item 4 |
| Agenda Detail | Consideration of approval of the amendment to the Company’s Memorandum of Association, Section 4, to be in line with the reduction of the Company’s registered capital. |
| Type | To Consider and approve |
| Board’s Resolution |
| The Board of Directors considered and deemed it appropriate to propose to the Extraordinary General Meeting of Shareholders No. 1/2025 for consideration and approval of the amendment to the Company’s Memorandum of Association, Section 4, to be in line with the reduction of the Company’s registered capital. |
| Agenda Item 5 |
| Agenda Detail | Consider the amendment to the Company’s Memorandum of Association, Section 4, to be consistent with the increase in the Company’s registered capital. |
| Type | To Consider and approve |
| Board’s Resolution |
| The Board of Directors considered and deemed it appropriate to propose to the Extraordinary General Meeting of Shareholders No. 1/2025 for consideration and approval of the amendment to the Company’s Memorandum of Association, Section 4, to be in line with the increase in the Company’s registered capital. |
| Agenda Item 6 |
| Agenda Detail | Consideration of approval of the allocation of additional common shares of the Company for offering to a limited number of persons (Private Placement) |
| Type | To Consider and approve |
| Board’s Resolution |
| The Board of Directors considered and deemed it appropriate to propose to the Extraordinary General Meeting of Shareholders No. 1/2025 for consideration and approval of the allocation of additional ordinary shares of the Company for sale to a limited number of persons (Private Placement). |
| Agenda Item 7 |
| Agenda Detail | Consideration of approval of the establishment of a subsidiary company of the Company |
| Type | To Consider and approve |
| Board’s Resolution |
| The Board of Directors has considered that for the opportunity of future business growth, it is appropriate to propose to the Extraordinary General Meeting of Shareholders No. 1/2025 for consideration and approval of the establishment of the Company’s subsidiary company. |
| Agenda Item 8 |
| Agenda Detail | Consideration of approval of the amendment to the Company’s objectives and the amendment to the Company’s memorandum of association, Section 3 (Objectives) to be consistent with the amendment to the Company’s objectives. |
| Type | To Consider and approve |
| Board’s Resolution |
| The Board of Directors has considered that in order to support the Company’s future business growth, it is appropriate to propose to the Extraordinary General Meeting of Shareholders No. 1/2025 for consideration and approval of the amendment of the Company’s objectives and the amendment of the Company’s memorandum of association, Section 3 (Objectives) to be consistent with the amendment of the Company’s objectives. |
| Agenda Item 9 |
| Agenda Detail | To consider other agenda |
| Type | To Consider and approve |
| Agenda Item 10 |
| Agenda Detail | To consider the approval for paid up capital increase |
| Type | To Consider and approve |
| Board’s Resolution |
| The Board of Directors deemed it appropriate to propose to the Extraordinary General Meeting of Shareholders to approve an increase in the Company’s registered capital by 16,000,000 baht from the original registered capital of 103,300,000 baht to 119,300,000 baht by issuing 32,000,000 additional common shares with a par value of 0.50 baht per share to support the issuance and offering of 32,000,000 additional common shares to a limited number of persons (Private Placement). |
| Increasing Capital |
| Subject | Specifying the purpose of utilizing proceeds |
| Date of Board resolution | 31-Mar-2025 |
| Number of additional common shares (shares) | 32,000,000 |
| Total of additional shares (shares) | 32,000,000 |
| Par value (baht per share) | 0.50 |
| Type of allocated securities | Common shares |
| Allocated to | Private placement (PP) |
| Person(s) receiving allotment(s) | E.N. Global Holdings Co., Ltd. |
| Number of allotted shares (shares) | 32,000,000 |
| % of Paid Up Capital after capital increase | 13.41 |
| Subscription price (baht per share) | 6.70 |
| Subscription period | From 26-May-2025 to 25-Aug-2025 |
| Total shares allocated to Private Placement (Shares) | 32,000,000 |
| Remark |
| The above additional common shares are the Company’s additional common shares issued to pay for the consideration of the transaction under EBT. |
| Increasing Capital |
| Status | Canceled |
| Reason | Amend to the capital increase with specified purpose of use |
| Subject | Issuance of Additional Shares Under a General Mandate |
| Date of Board resolution | 31-Mar-2025 |
| Number of additional common shares (shares) | 32,000,000 |
| Total of additional shares (shares) | 32,000,000 |
| Par value (baht per share) | 0.50 |
| Type of allocated securities | Common shares |
| Allocated to | Private placement (PP) |
| Number of allotted shares (shares) | 32,000,000 |
| % of Paid-Up capital as of capital increase BOD resolution date | 13.41 |
| Remark |
| It is a capital increase with a specified purpose for using the capital. |
| More detail |
| After the registration of the Company’s paid-up capital increase after the offering of additional shares and under the EBT, ENGH shareholders, namely (1) Mr. Thanapol Khanthahiran (2) Mr. Pham Kranlet, will be shareholders of the Company totaling 32,000,000 shares, with a par value of 0.50 baht per share, representing 13.41 percent of the total number of issued shares of the Company. |
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