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ADVANCED INFORMATION TECHNOLOGY PUBLIC CO.,LTD. Proxy Solicitation & Information Statement 2025

Feb 17, 2025

75093_rns_2025-02-17_f1046fb5-2d15-469a-9845-d25a4a760169.pdf

Proxy Solicitation & Information Statement

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AIT (VP-SEC) 006E/2025

February 17, 2025

Subject: Schedule of the 2025 Annual General Meeting of Shareholders by Teleconference using Electronic Devices (E-AGM), Dividend payment, and the Voluntary Partial Tender Offer from the existing shareholders of the Company by Turnkey Communication Service Public Company Limited To: The President of the Stock Exchange of Thailand Reference to: Notification of Turnkey Communication Service Public Company Limited at TKC-ELCID/001/2025 dated 14 February 2025 Re: Notification of Board of Directors' Resolution Regarding the Acquisition of Ordinary Shares in Advanced Information Technology Public Company Limited through Voluntary Partial Tender Offer Attachment: Draft Company's Objectives of Advanced Information Technology Public Company Limited (Amended Part only)

Whereas the Board of Directors of Advanced Information Technology Public Company Limited (“Company”) held the Board of Directors meeting No. 1/2025 on Monday, February 17, 2025, and passed the following important resolutions:

1). To consider the appropriation of profit as a legal reserve and approve the dividend payment for the year 2024 The Board of Directors considered and deemed it appropriate to propose to the 2025 Annual General Meeting of Shareholders to consider the appropriation of profit as a legal reserve, approve the dividend payment for the year 2024 and acknowledge the interim dividend as follows:

1.1 The Company had already allocated the net profit as a legal reserve which is equivalent to 10 percent of the Company’s registered capital by virtue of Section 116 of the Public Limited Company Act B.E. 2535 (1992) (and its amendment); therefore, the Company is not required to allocate the net profit from its operations for the year 2024 as a legal reserve.

1.2 As the Company has already paid an interim dividend to shareholders at the rate of 0.15 Baht (Fifteen Satang) per share on September 6, 2024, which will be presented for acknowledgment at the shareholders' meeting. In this regard, the Board of Directors deems it appropriate to propose to the shareholders' meeting to approve the dividend payment for the year 2024 from the Company’s net profit and retained earnings to shareholders at a rate of 0.40 Baht per share (Forty Satang). The list of shareholders entitled to receive the dividend (Record Date) will be set on April 21, 2025, with the dividend payment scheduled for May 2, 2025. When combined with the interim dividend of 0.15 baht per share (Fifteen satang), the total dividend payment for the year 2024.

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  • 2). To consider and approve the appointment of directors replacing of the directors who are due to retire by rotation. The list of directors who are due to retire by rotation consists of:

  • Mr. Thana Chaiprasit (Independent Director)

  • Mr. Sripop Sarasas (Independent Director)

  • Mr. Sithidej Mayalarp (Director)

  • Ms. Kulnada Oranraktham (Director)

  • Ms. Radakarn Meetam (Director)

The Board of Directors had considered and approved the resolution in accordance with the recommendations

of the Nomination and Remuneration Committee to propose all the retired directors to be re-appointed to the Board for another term and will submit it for consideration and approval at the 2025 Annual General Meeting of Shareholders.

  1. Mr. Thana Chaiprasit (Independent Director)

  2. Mr. Sripop Sarasas (Independent Director)

  3. Mr. Sithidej Mayalarp (Director)

  4. Ms. Kulnada Oranraktham (Director)

  5. Ms. Radakarn Meetam (Director)

3). To consider the remuneration of the directors and the sub-committee of the Company for the year 2025

The Board of Directors has considered and approved to propose the remuneration of the Directors and the subcommittee of the Company for the year 2025. The rate of meeting allowance and monthly remuneration of existing directors and sub-committees; namely the Audit Committee, the Nomination and Remuneration Committee, and the Corporate Governance and Sustainable Development Committee, are equal to the remuneration of directors in 2024 and approved the director’s bonus of the year 2024 by 16,500,000 Baht (Sixteen million five hundred thousand Baht). The Board of Directors will propose such agenda to the 2025 Annual General Meeting of Shareholders for consideration and approval.

  • 4). To consider and approve the appointment of the Company’s auditors and auditor’s fee for the year 2025

The Board of Directors has considered and approved to propose the 2025 Annual General Meeting of Shareholders to appoint:

Mr. Kitti Teachakasembundit CPA No.9151 and/or

Mrs. Gingkarn Atsawarangsalit CPA No. 4496 and/or

Ms. Yuchira Tuaton CPA No.10725

From EY Office Limited to be the Company’s auditors for the year 2025 and fix auditor’s fee for the year 2025 at

2,000,000 Baht (Two Million baht).

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5). To consider and approve the amendments of the Company's Objectives and approve the amendments of the Memorandum of Association Clause 3 to be consistent with the amendment of the Company's objectives

The Board of Directors has considered and approved to propose the 2025 Annual General Meeting of Shareholders for approval of the amendments of the Company's Objectives to encompass products related to the Company's business operations and increase opportunities for the Company to expand its scope in the future. The Company's objectives have been amended/changed in some clauses and increased by 9 clauses from the previous of 66 clauses to 75 clauses. In this regard, those consider and approve the amendments of the Memorandum of Association Clause 3 to be consistent with the amendment of the Company's objectives, with details in Attachment 1.

6). To consider and approve the decrease of the Company's registered capital and the amendments of the Memorandum of Association Clause 4 to be consistent with the decrease of the Company's registered capital.

The Company has issued the warrants to purchase the ordinary shares of Advanced Information Technology Public Company Limited No.2 (AIT-W2) which is allocated to the Company’s existing shareholders (Rights Offering) in the amount of 515,802,242 units, with the last exercise on January 12, 2024. After the expiration of the exercise period, it was found that there were warrant holders exercising the right to convert AIT-W2 into ordinary shares in the amount of 504,811,087 shares, and there were still 10,991,155 shares remaining that were not exercised, resulting in the Company's paid-up registered capital of 1,536,415,572 baht, which is inconsistent with the Company's existing registered capital of 1,547,406,727 baht.

The Board of Directors considered proposing the 2025 Annual General Meeting of Shareholders for approval of the decrease of the Company's registered capital by 10,991,155 baht from the existing registered capital of 1,547,406,727 baht to 1,536,415,572 baht by canceling the unissued authorized ordinary shares, totaling of 10,991,155 shares with a par value of 1 baht per share, and approval of the amendments of the Memorandum of Association Clause 4 to be consistent with the decrease of the Company's registered capital.

7). To consider and approve a Voluntary Partial Tender Offer (the “Offer”) from the existing shareholders of the Company, made by Turnkey Communication Service Public Company Limited

The Board of Directors has considered and approved to propose the 2025 Annual General Meeting of Shareholders for approval the Offer from the existing shareholders of the Company, made by Turnkey Communication Service Public Company Limited. This offer shall request an exemption from the requirement to make a full tender offer for all the Company's shares, in accordance with the Securities and Exchange Commission’s (SEC) Notification No. TorJor. 12/2554 Re: Rules, Conditions, and Procedures for the Acquisition of Securities for Business Takeovers, dated May 13, 2011 (and its amendments). The preliminary details are as follows:

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(A) Information of the person making the Offer

Turnkey Communication Service Public Company Limited (“TKC”) is a company listed on the Stock Exchange of Thailand (SET). Currently, TKC has a registered capital and paid-up capital of 400,000,000 Baht, divided into 400,000,000 ordinary shares with a par value of 1.00 Baht per share.

  • Prior to making the Offer: As of February 14, 2025, TKC is the major shareholder of the Company, holding 382,567,471 shares, which represents 24.90% of the Company’s paid-up capital amounting to 24.90% of the total voting rights of the Company before the Offer.

  • After making the Offer: With regards to the Offer, if all shareholders accept TKC’s offer, TKC will hold a total of 536,209,034 shares, representing 34.90% of the Company’s paid-up capital, which will give TKC voting rights amounting to 34.90% of the total voting rights of the Company after the Offer.

(B) Information on the shares intended for the Offer

TKC intends to make the Offer for up to 153,641,557 shares, representing no more than 10% of the paid-up capital, which accounts for no more than 153,641,557 voting rights, or 10% of the total voting rights of the Company.

(C) The objective of increasing shareholding in the Company

TKC aims to increase its investment in the Company to strengthen its business. This is a key strategy to enhance the collaboration between TKC’s business and the Company, ensuring greater stability, improving competitiveness, and enabling rapid expansion of its customer base in both the public and private sectors.

(D) Impact on the Company and shareholders from the acquisition of shares through the Offer

TKC has no plans to change the Company’s business objectives, business policies, including business plans, and the Company will continue to support the operations of the existing management team

(E) The proposed price for the Offer of ordinary shares

TKC will make the Offer for shares at a price of 5.20 Baht per share, which is higher than the weighted average market price of the Company’s ordinary shares over the past 7 business days before the Company acknowledged the resolution of the Board of Directors of TKC to invest in the Company’s ordinary shares through the Offer (5 February 2025 – 14 February 2025) at a price of 4.52 Baht per share. The appropriateness of the proposed price also involves other factors that should be considered. The Company will appoint an independent financial advisor to provide an opinion on the Offer and the proposed price, which shareholders will use to make their decision after the shareholders' meeting approves the Offer, in accordance with the conditions and timeline set by applicable law.

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(F) Important conditions for the transaction

  • The Company’s shareholders' meeting must approve the Offer by TKC with a vote of not less than one half of the total votes of shareholders present and entitled to vote

  • The Securities and Exchange Commission (SEC) must approve TKC's request for an exemption to make the Offer.

  • TKC has received approval from the financial institution for the full credit line to make a Offer for the shares.

(G) Board of Directors’ opinion

The Company’s Board of Directors has considered the matter and views that it deemed appropriate to propose the shareholders to consider and approve the Offer by TKC at the Annual General Meeting of Shareholders, which will be held on Friday, April 4, 2025. TKC must also obtain an exemption to make the Offer without being required to make a full securities purchase offer for the Company, since TKC’s investment will not result in any change to the Company’s business operations, business policies, and TKC will fully support the operations of the current management team.

Other details of the Offer for the shares, made by TKC are as outlined in the referenced letter.

In addition, the Board of Directors has resolved to propose to the shareholders' meeting to approve granting authority to the authorized directors and/or the Acting President, and/or any other person as designated by the authorized director and/or the Acting President, to consider and take actions related to or in connection with the Offer for the Company’s shares by TKC.

8). To set the date of the 2025 Annual General Meeting of Shareholders by Teleconference using Electronic Devices (E-AGM) only on Friday, April 4, 2025, at 2.00 p.m., by live broadcasting from the Seminar room 1st floor, headquarters of Advanced Information Technology Public Company Limited, No.37/2 Suthisarnvinijchai Road, Samseannok Sub-District, Huaykwang District, Bangkok, 10310, by setting the record date for those who reserve the right to attend the meeting on March 4, 2025. The agendas for the 2025 Annual General Meeting of Shareholders are as follows:

Agenda 1 To consider and adopt the minutes of the 2024 Annual General Meeting of Shareholders

by Teleconference using Electronic Devices (E-AGM) held on April 11, 2024.

Agenda 2 To acknowledge the report on the Company’s operating results for the year 2024 and Form 56-1 One Report

Agenda 3 To consider and approve the Company’s financial statements for the year 2024 as of December 31, 2024

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Agenda 4 To consider the appropriation of profit as a legal reserve, approve the dividend payment for the year 2024 and acknowledge the interim dividend

Agenda 5 To consider and approve the appointment of directors replacing the directors who are due to retire by rotation

Agenda 6 To consider and approve the remuneration of the Directors and the sub-committee of the Company for the year 2025

Agenda 7 To consider and approve the appointment of the Company’s auditors and auditor’s fee for the year 2025

Agenda 8 To consider and approve the amendments of the Company's Objectives and approve the amendment of the Memorandum of Association Clause 3 to be consistent with the amendment of the Company's objectives

Agenda 9 To consider and approve the decrease of the Company's registered capital and the amendments of the Memorandum of Association Clause 4 to be consistent with the decrease of the Company's registered capital.

Agenda 10 To consider and approve a Voluntary Partial Tender Offer from the existing shareholders of the Company made by Turnkey Communication Service Public Company Limited

Agenda 11 Other Matters (if any)

Please be informed accordingly.

Yours sincerely,

(Ms. Sarin Chandranipapongse)

Company Secretary

Advanced Information Technology Public Company Limited

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Attachment 1

Draft Company's objectives of

Advanced Information Technology Public Company Limited

(Amended Part Only)

The details of the amendments to the Company's objectives of the Company and s and the amendments of the Memorandum of Association Clause 3 to be consistent with the amendment of the Company's objectives in some clauses and increased by 9 clauses from the original of 66 clauses to 75 clauses are as follows:

(42) To carry on the business of letting computers, including computer parts, equipment, and electronic devices;

(45) To carry on the business of providing services, rendering advice, installing, inspecting, repairing, and maintaining computers, communication tools, and all types of electronic devices;

(52) To carry on the business of hiring, contracting, providing services, rendering advice, planning, designing, creating systems, producing, supplying, installing, wiring, ducting, inspecting, maintaining, and repairing low-voltage electrical systems, high-voltage electrical systems, and related tools, machinery, and mechanics, and providing any services related to the aforementioned matters;

)53 ( To carry on the business of hiring, contracting, providing services, rendering advice, planning, designing, creating systems, producing, distributing, installing, importing, exporting, maintaining, and constructing power stations and other relevant electrical systems, including all forms of electrical wiring and communication cables system either submarine, aerial, subterranean, underwater or submarine, and all types of electrical systems;

)54 ( To carry on the business of hiring, contracting, providing services, rendering advice, planning, designing, creating systems, producing, distributing, installing, importing, exporting, maintaining, and operating network systems, information technology, network security systems, or information technology security systems, IP or analog telephone systems, etc.;

(58) To carry on the business of designing, rendering advice, and developing Blockchain technology in both software and hardware for use in conducting trading and service businesses, including providing financial services and for use in industrial, agricultural, scientific, medicinal, and other fields;

(59) To carry on the business of hiring, contracting, providing services, rendering advice, planning, designing, creating systems, producing, distributing, installing, importing, exporting, maintaining, and operating regarding Data Center systems;

(60) To carry on the business of hiring, contracting, providing services, rendering advice, planning, designing, creating systems, producing, distributing, installing, importing, exporting, maintaining, and operating regarding solar electricity and other alternative energy sources, including energy-saving systems and related equipment;

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(61) To carry on the business of hiring, contracting, letting, providing services, rendering advice, planning, designing, creating systems, distributing, installing, importing, exporting, maintaining, and operating regarding Microservice system and related software, self-developed and ready-made licenses and software, as well as developing various software;

(62) To carry on the business of hiring, contracting, providing services, rendering advice, planning, designing, creating systems, producing, distributing, installing, importing, exporting, maintaining, and constructing charging stations for electric cars or other machinery in the nature of an Electric Vehicle (EV) and other related cars or machinery;

(65) To carry on the business of developing real estate projects, buying, selling, developing, procuring, letting, and letting out on hire of land, houses, commercial buildings, and condominiums, including movable and immovable properties, as well as buying and selling immovable properties or constructing, improving, or repairing other structures on the land for sale, let, and let out on hire as a residential, commercial or condominium buildings, governmental offices, industrial factories or control room for various systems with air conditioning system;

(67) To carry on the business of importing, distributing, installing, improving, developing, repairing, and providing after-sales service of anti-drone systems for government agencies and private sectors;

(68) To carry on the business of trading, installing, and maintaining unmanned equipment;

(69) To carry on the business of trading, installing, and maintaining weapon equipment and systems for cyber threat detection and prevention;

(70) To carry on the business of producing, distributing, importing, and exporting all types of food and beverages, including providing restaurant services, catering, and food delivery services;

(71) To carry on the business of entertainment, entertainment venues, organizing shows, concerts, and festivals, including providing event organizing services and organizing all types of meetings, seminars, and exhibitions;

(72) To carry on the business of real estate, buying, selling, renting, leasing, developing, and managing all types of real estate, including acting as a broker and agent in related transactions;

(73) To carry on the business of e-commerce, providing services for buying and distributing goods and services through online channels, including developing platforms and related payment systems;

(74) To carry on the business of investing, joint investing, and conducting other businesses related thereto, including registering related intellectual property; and

(75) To carry on the business of importing, procuring, distributing, and providing maintenance services for military equipment, including related spare parts and components, as well as providing advice and training on their use by acting as a distributor of products and services from both domestic and international manufacturers, including procurement and participation in bidding for government agencies, under the control and supervision of relevant laws and government regulations.

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