Mitihoon – Banpu Public Company Limited (the “Company”) invites shareholders to attend the Extraordinary General Meeting of Shareholders (EGM) No.1/2026, to be held via electronic media (E-Meeting) on 29 January 2026 at 9:30 a.m. The meeting is convened to consider and approve key agenda items relating to the group restructuring of the Banpu Group through the amalgamation between the Company and Banpu Power Public Company Limited (BPP).
The proposed amalgamation is a significant process under the new phase of the “Energy Symphonics” strategy, which focuses on restructuring the Group to unlock asset value, streamline the organizational structure and management, and enhance the efficiency of capital and resource allocation. These efforts are intended to capture growth opportunities in the AI era, alongside a target to reduce Scope 1 and Scope 2 greenhouse gas emissions by more than 20% by 2030. The strategy is driven by four core business pillars: Next-Gen Mining, U.S. Closed-Loop Gas, Power+, and Future Tech.
At the EGM on 29 January 2026, shareholders will consider approval of the amalgamation transaction between the Company and BPP, which will be carried out in accordance with the Public Limited Companies Act. If approved and after completion of the relevant procedures, both companies will cease to exist as separate legal entities, and a new public limited company will be formed as a result of the amalgamation. The new company will assume all assets, liabilities, rights, duties, and obligations of both companies by law. Following completion of the amalgamation, the new company will submit an application for the acceptance of its shares as listed securities on the Stock Exchange of Thailand, while the shares of the Company and BPP will be delisted accordingly.
Previously, the Company completed a general offer for all remaining shares of BPP in accordance with the relevant procedures. As a result, the Company’s shareholding in BPP increased from 78.66% to 91.07% of BPP’s total issued and outstanding shares. Following the completion of the General Offer, the Company announced the final share swap ratio to the Stock Exchange of Thailand on 26 December 2025. Under this ratio, shareholders of Banpu Public Company Limited will receive 0.38242 shares in the new company for each existing share held, while shareholders of Banpu Power Public Company Limited (BPP) will receive 0.80208 shares in the new company for each existing BPP share held.
Shareholders and investors may review further details in the Invitation to Extraordinary General Meeting of Shareholders, together with the report on the opinion of the Independent Financial Advisor (IFA), which the Company disclosed on its website on 7 January 2026. In addition, Thailand Securities Depositary Company Limited (TSD) distributed the meeting documents to shareholders on 13 January 2026 for their consideration and voting at the EGM. In its report, the Independent Financial Advisor assessed the appropriateness of the amalgamation transaction, including the share swap ratio for the allocation of shares in the new company to shareholders of the Company and BPP, and expressed the view that the transaction is beneficial for the Company and appropriate. Shareholders may refer to this information for considering matters and exercising their voting rights at the Extraordinary General Meeting.
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