STELLA will convene the extraordinary general shareholders’ meeting on 22 October 2025 to seek approval for the following matters:
          (1) An acquisition of a 3.25 percent stake in WEH, with payment made through STELLA's newly issued ordinary shares instead of cash, for a total value not exceeding 1,415,206,800 baht. This transaction constitutes an asset acquisition, with a portion classified as a related party transaction;                
          (2) An issuance and allocation of STELLA's newly issued ordinary shares not exceeding 7,076,304,000 shares at a par value of 1.00 baht per share, to be offered in a private placement to 21 sellers as payment in lieu of cash, for a total value not exceeding 1,415,206,800 baht, or equivalent to 32.48 percent of STELLA's registered and paid-up ordinary shares. The value of WEH shares that STELLA will acquire in this transaction is set at 400 baht per share, and the price of STELLA's newly issued ordinary shares to be used as payment is set at 0.20 baht per share, or equivalent to a swap ratio of 1 ordinary share of WEH to 2,000 newly issued ordinary shares of STELLA.

The IFA is of the opinion that, although the transaction to acquire shares in WEH is reasonable and appropriate as an investment in a 3.25 percent shares in WEH would enable STELLA to receive additional dividend income of approximately 40.33 – 107.91 million baht per year, which would help enhance STELLA’s liquidity and could be used to offset losses incurred from operations in other businesses, and would have a positive impact on STELLA’s overall financial position, including enhanced liquidity management and the ability to accommodate potential future expenses. Nevertheless, the IFA considers that the adjusted book value approach is an appropriate methodology for determining the fair value of STELLA’s shares, which is between 0.66 and 0.68 baht per share, and is higher than the private placement offering price of 0.20 baht per share.

In addition, the IFA considers that the appropriate share swap ratio should be 1 ordinary share of WEH to 618 – 667 newly issued ordinary shares of STELLA, which is lower than the share swap ratio used by STELLA in this transaction of 1 ordinary share of WEH to 2,000 newly issued ordinary shares of STELLA. Accordingly, the IFA views that the PP offering price in this transaction is inappropriate. Furthermore, the issuance of new shares under this PP transaction would result in a control dilution effect of 32.48 percent for all existing shareholders of STELLA. Therefore, STELLA shareholders should not approve the acquisition of assets and related party transaction for the acquisition of WEH shares through the offering of newly issued shares under this PP transaction.  
 
The IFA further notes that STELLA’s investment in WEH would generate returns in the form of dividends, which depend on operating results, cash flows, and future investment plans. Such returns differ from investments in debt instruments, debentures, government bonds, or bank deposits, which have predetermined returns prior to investment. In addition, the investment would only help enhance liquidity and offset losses from other business operations by approximately 4.48 – 11.79 percent. Nevertheless, this investment in WEH represents only one of the measures to help alleviate STELLA’s liquidity issues and is insufficient to fully resolve the company’s liquidity constraints and operating losses. STELLA would still need to pursue other measures in parallel to address the issues.
 
After considering the IFA’s opinion, the Board of Directors and the Audit Committee of STELLA concur that the proposed offering price of 0.20 baht per share is lower than the fair value assessed by the IFA. However, under STELLA’s current circumstances and prevailing investment conditions on the Stock Exchange of Thailand (SET), it is unlikely that the company would be able to offer shares at the fair value of 0.66–0.68 baht per share (which would reduce the share swap ratio by approximately 2.3 – 2.4 times). Although the share swap ratio is higher than that assessed by the IFA and the PP offering price is lower than the IFA’s assessed fair value, the Board considers that the acquisition of WEH shares and the capital increase remain reasonable, as STELLA would receive regular dividend cash inflows from its investment in WEH. Moreover, the acquisition of WEH shares would not adversely affect STELLA’s liquidity, as payment for the WEH shares would be made through the issuance of the company’s newly issued ordinary shares rather than cash.
 
Accordingly, the SEC urges STELLA’s shareholders to carefully review all information, consider the advantages, disadvantages, benefits, risks, and potential impacts of approving or rejecting the transaction, exercise their rights to protect their interests, and make inquiries with STELLA’s Board of Directors and 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 with the voting rights, excluding those with conflicts of interest.