PTECH will convene an extraordinary shareholders’ meeting on 30 May 2025 to consider the agenda item for the ratification of a financial assistance transaction, namely the use of PTECH’s land, office building and factory, with a book value of 155.77 million baht, as collateral for liabilities under SABUY’s revolving credit agreement entered into in January 2024, with a guarantee fee charged at a rate of 1.75 percent per year.

The IFA is of the opinion that the PTECH shareholders should not approve the ratification of the transaction, as the company would not obtain any benefit from SABUY’s borrowing, and there is a risk of loss of key assets, which could adversely affect PTECH’s operations. In addition, the guarantee fee received by PTECH may be inappropriate. The IFA also found that SABUY has defaulted on loan repayments to several financial institutions, including loans secured by PTECH’s assets, and that SABUY remains in arrears with the guarantee fee payable to PTECH.

Furthermore, since 2021, the PTECH group has received financial assistance from the SABUY group in the form of loans totaling 433.56 million baht, bearing interest rates ranging from 6.39 percent to 6.89 percent per year. The IFA views that the PTECH shareholders should not approve the ratification of this transaction, as the interest rates are inappropriate, and there is no evidence that the PTECH group had proper approval processes, or complied with the relevant contracts, or utilized the loan proceeds for the specified purposes.

Nevertheless, the Board of Directors and the Audit Committee of PTECH view that, regardless of whether the shareholders approve the ratification of the above transaction, PTECH has already prepared contingency measures, such as joint negotiations with relevant banks and SABUY and/or inter-company debt restructuring.

Accordingly, the SEC urges the PTECH shareholders to carefully review all information, consider the advantages, disadvantages, benefits, risks, and potential impacts of approving or rejecting the ratification of the financial assistance transaction, exercise their rights to protect their interests, and make inquiries with PTECH’s management to obtain sufficient information for decision-making.

The above transaction requires approval by the shareholders' meeting with not less than three-fourths of the total votes cast by attending shareholders who have voting rights, excluding those with conflicts of interest.