On 29 April 2025, HYDRO will seek approval from the shareholders’ meeting for the issuance and offer for sale of 187,500,000 ordinary shares at the offer price of 0.80 baht per share, totaling 150 million baht, to two individuals, namely (1) Miss Atchareeporn Chaemratsamee in the amount of 118,750,000 shares, and (2) Miss Preeyasuda Akkarasrisawad in the amount of 68,750,000 shares. The PP transaction will provide funds to support the expansion of the company’s construction and infrastructure contracting business for three projects: (1) an apartment building project in Chiang Mai Province, (2) a commercial building project in Lamphun Province, and (3) an infrastructure and public utility development project in an industrial estate in Lamphun Province. In addition, the funds will be used as working capital for business operation.

The Board of Directors and the Audit Committee of HYDRO opine that the PP transaction will contribute to the company’s robust financial position, generate cashflows for large-scale projects, and build a well-balanced capital structure for the company. Moreover, the Board views that the market price of HYDRO shares significantly fluctuates with limited trading liquidity, thus potentially failing to truly reflect the fundamental value of the company. Additionally, after considering the funding adequacy and the current economic and capital market conditions, the Board views that the PP offer price at 0.80 baht per share is fair and appropriate and serves as a good incentive for PP investors to invest. 

In this regard, the IFA views that the PP offering to fund new construction projects, which are still in the contract drafting and negotiation stages, introduces uncertainty. Therefore, they cannot comment on the appropriateness and reasonableness of the transaction. However, considering HYDRO's current liquidity status and needs, the IFA deems the PP transaction reasonable as it will provide a source of funding to enhance liquidity, allowing HYDRO to continue operations and improve long-term cash flow. This is contingent on the company executing new projects with careful planning and efficient cost management. Nonetheless, the proposed PP share price of 0.80 baht per share is deemed inappropriate as it is below the fair value range of 1.07 – 1.30 baht per share, as assessed by the IFA. Therefore, the IFA advises shareholders not to approve HYDRO’s PP transaction at this time.

The aforementioned issuance of ordinary shares through PP is considered an offering of newly issued shares at a price below the market price. This requires approval from the shareholders' meeting with a vote of no less than three-fourths of the shareholders attending and eligible to vote. Additionally, there must be no opposition from shareholders holding a combined total of 10 percent or more of the total votes of shareholders attending and eligible to vote.
 
The SEC recommends that HYDRO shareholders carefully study the information and exercise their rights to protect their own interests. Additionally, the shareholders should inquire with the Board of Directors and the management of HYDRO for details to ensure they have complete information for making informed voting decisions at the shareholders' meeting.