Mitihoon – Banpu Power Public Company Limited (BPP) invites shareholders to attend the online Extraordinary General Meeting of Shareholders (EGM) No. 1/2026 on Thursday, 29 January 2026, at 1:30 p.m., to consider and approve key agendas that support the company’s future growth direction and long-term value creation, including (1) the amalgamation between BPP and Banpu Public Company Limited and (2) the partial divestment of a 25% membership interest in BKV-BPP Power LLC (BKV-BPP), a joint venture operating the Temple I & II gas-fired power plants in the U.S., to BKV Corporation (BKV), as well as other agendas related to these transactions.
The amalgamation marks a major strategic transition, elevating BPP from a regional energy producer to a leader in utility-scale power and integrated businesses under “Power+”, one of the core business pillars of the Banpu Group. Meanwhile, the partial divestment of the BKV-BPP membership interest is aimed at reflecting the true market value of the assets in the U.S., reinforcing BPP’s financial position, and paving the way for new investment opportunities.
Previously, Banpu successfully completed a general offer to purchase the remaining shares of BPP from other shareholders in accordance with the relevant procedures. Following the approval of the amalgamation transaction by the company’s shareholders’ meeting, Banpu Minerals Company Limited will act as the purchaser of shares from shareholders dissenting to the amalgamation in the second quarter of 2026, at a price equal to the last trading price of the company’s shares on the Stock Exchange of Thailand (SET) prior to the EGM date (29 January). Upon completion of the amalgamation in accordance with the prescribed process, the newly formed entity will submit an application to list its shares on the SET within the third quarter of 2026. BPP shareholders will be allocated shares in the new company based on the final share swap ratio of 1 existing BPP share to 0.80208 shares in the new company, in accordance with the applicable procedures, without any further action required from shareholders.
Shareholders and investors may review the details in the Invitation to the Extraordinary General Meeting of Shareholders, together with the Independent Financial Advisor’s (IFA) opinion report, which the company disclosed on its website on 7 January 2026. In addition, the Thailand Securities Depository (TSD) distributed the meeting documents to shareholders on 13 January 2026. The IFA is of the opinion that the amalgamation is reasonable, is expected to enhance the company’s business capabilities and long-term growth prospects, and that the final share swap ratio is appropriate. The IFA is also of the opinion that the partial divestment of the BKV-BPP membership interest is conducted at a reasonable transaction price and conditions. Shareholders may refer to this information for considering matters and exercising their voting rights at the EGM.
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