SST will propose to the EGM No. 1/2026 on 31 July 2026 for consideration and approval of a related party transaction (RPT) involving the provision of financial assistance to MUD by mortgaging SST’s land as collateral for MUD’s borrowing from an external party that is neither a related person of SST nor MUD, under the loan agreement with a credit facility amount not exceeding Baht 300 million in order for MUD to use as working capital and enhance liquidity for its business operations.

The Board of Directors and the Audit Committee of SST are of the view that MUD needs to secure additional sources of funding to support its working capital requirements and strengthen its overall liquidity position. Mortgaging SST’s land as collateral for MUD’s debt would enable MUD to access alternative sources of financing, support liquidity management, and facilitate the continuity of the Group’s business operations. Accordingly, the SST’s Board and the Audit Committee consider the transaction reasonable and beneficial to the Group and therefore recommend proposing the transaction for shareholders’ approval.

However, the IFA is of the opinion that certain key terms of the transaction remain insufficiently clear, as no loan agreement has yet been executed between MUD and the external lender. As a result, the financing terms, obligations, and potential risks arising from the transaction cannot be fully assessed. In addition, the compensation to be received by SST from the transaction, at a rate of 2.00 percent per annum, is considered low when compared with the company's cost of financing and alternative investments with a similar risk level. Therefore, such compensation is not commensurate with the credit risk and repayment risk that SST would assume from the transaction. The IFA therefore recommends that shareholders should not approve the financial assistance transaction to MUD through the mortgaging of SST’s land as collateral for MUD’s debt.

The above financial assistance transaction to MUD by mortgaging SST’s land as collateral for MUD’s debt constitutes a material RPT of a listed company that is required to be approved by the SST shareholders’ meeting with an affirmative vote of not less than three-fourths of the total votes of shareholders attending the meeting and entitled to vote, excluding shareholders with conflict of interest. In addition, completion of the transaction is also subject to approval by MUD shareholders’ meeting. If the transaction is not approved by MUD shareholders’ meeting, SST will not be able to proceed with the transaction.

The SEC therefore urges SST shareholders to carefully study the relevant information, exercise their shareholder rights to protect their own interests, and make inquiries with the SST’s board of directors and management on relevant matters to ensure that they will have complete and sufficient information for making an informed voting decision at the shareholders’ meeting.