EMPIRE will convene the EGM No. 2/2026 on 29 May 2026 to consider approval of the following transactions: (1) the disposal of ordinary shares in OIN, with a value of not more than 125 million baht, to SPTX, together with the assumption of liabilities in an amount of not more than 9.1 million baht from SPTX, whereby SPTX will pay the consideration for the shares and such liabilities by transferring all ordinary shares of MTT with a total value of not more than 134 million baht;
(2) the disposal of ordinary shares in OGF, with a value of not more than 45 million baht, to SPTX, whereby SPTX will pay the consideration for the OGF ordinary shares by issuing and allocating newly issued ordinary shares of SPTX to EMPIRE by way of private placement (PP) in the amount of 4.5 billion shares (representing 2.11 percent of the total issued and paid-up shares after the capital increase); and (3) the disposal of ordinary shares in DRJ, with a value of not more than 5 million baht, to SPTX, whereby SPTX will pay the consideration with 500 million newly issued ordinary shares of SPTX by way of PP (representing 0.23 percent of the total issued and paid-up shares of SPTX after the capital increase).

The IFA opined that EMPIRE shareholders should not approve such transactions as the disposal of ordinary shares of the DRJ Group is unreasonable in terms of the objectives, necessity, and benefits to the company, as well as the price and conditions of the transaction. Although the disposal of the DRJ Group is intended to address EMPIRE’s current situation on an urgent basis, prevent the risk of EMPIRE’s securities being designated with a CB (Caution-Business) sign by the Stock Exchange of Thailand (SET), which may subsequently lead to delisting, and align with the direction of the company’s business adjustment toward becoming a digital infrastructure developer, such action only provides a short-term solution. EMPIRE still faces the risk that its total revenue may decrease in the future, while the new strategic plan remains at an early stage, which may result in continued volatility in the operating results of the EMPIRE group under the new management, and the outcomes of such plan cannot yet be clearly determined. In addition, when comparing the value of the acquisition of ordinary shares in MTT, EMPIRE may face the risk of losing net cash flow from operations in the amount of 60.57 million baht within 3 years, compared with the gain from the difference between the cost basis and the disposal price of the ordinary shares of the DRJ Group in the amount of 97.50 million baht, which is only a one-time accounting gain. Therefore, the IFA is of the opinion that, overall, the disposal transaction of the DRJ Group is unreasonable.

In addition, the IFA opined that the acquisition of ordinary shares in MTT relates to a business that remains at an early stage and is subject to relatively high uncertainty in its future operating results. Moreover, the IFA has limitations in reviewing MTT’s historical operating results, resulting in uncertainty and limited reliability of the assumptions used in the financial projections.
Any changes in the underlying information may materially affect the financial projections and the appraised value of MTT. Furthermore, the acquisition of newly issued ordinary shares of SPTX is subject to limitations regarding the liquidity of SPTX shares, which may expose EMPIRE to risk should it become necessary to sell such securities for conversion into cash in the future.
Therefore, the IFA is of the opinion that the objectives and necessity of entering into this transaction are unreasonable.

In this regard, the Board of Directors and the Audit Committee of EMPIRE have considered the IFA Report, including the information, rationale, necessity, and relevant factors relating to the transactions, and have reached a consistent view that the transactions should be proposed to the shareholders’ meeting for consideration and approval. They are also of the view that entering into such transactions is appropriate and for the long-term benefit of EMPIRE and its shareholders, on the basis that the company needs to restructure its business and investments toward technology-related businesses, whereby MTT requires significantly lower working capital compared to the existing businesses of the DRJ Group. Although the DRJ Group remains a significant source of revenue for EMPIRE at present, such businesses are subject to relatively high competition and have recorded operating losses in certain quarters, reflecting volatility and challenges in long-term business operations. While SPTX shares may be subject to liquidity constraints, the Board of Directors and the Audit Committee are of the view that EMPIRE can manage such risk, as EMPIRE does not need to dispose of all such shares at once and may gradually dispose of them as appropriate and in accordance with future market conditions.

The SEC is of the view that the opinions of the Board of Directors and the Audit Committee of EMPIRE in response to the IFA opinion in the IFA Report have not sufficiently addressed the IFA’s concerns, particularly regarding the reliability of the information of MTT and SPTX used in their consideration and decision-making process. The SEC has therefore sent a letter requiring the Board of Directors and the Audit Committee of EMPIRE to exercise responsibility, due care, and good faith (fiduciary duty) in considering the transactions and the operations of EMPIRE, and to strictly comply with the relevant laws and regulations, in order to protect the interests of the company and its shareholders as a whole.

The SEC therefore urges EMPIRE’s shareholders to carefully review all information in the IFA Report, EMPIRE’s clarification, and the opinions of the Board of Directors and the Audit Committee in response to the IFA opinion, and to analyze the advantages, disadvantages, benefits, risks, and potential impacts of approving or rejecting the transactions, particularly with respect to the information of MTT. Shareholders are also encouraged to exercise their rights to protect their interests and to raise questions with EMPIRE’s Board of Directors and management to obtain complete information for making their voting decisions at the shareholders’ meeting.

In this regard, the above transactions require approval by the shareholders' meeting with not less than three-fourths of the total votes of shareholders attending the meeting and having the right to vote, excluding those with conflicts of interest.

Note:
* The transaction size is calculated based on the net tangible asset (NTA) criteria, using the NTA of EMPIRE.