As on February 29, 2024, Thana Power Holding Co. Ltd. (Thana Co. Ltd.), NUSA’s shareholder, arranged the first EGM of Shareholders for 2024 (EGM of Shareholders No.1/2024) according to Section 100 of the Public Limited Company Act B.E. 2535 (1992), the meeting resolved to (1) appoint 3 new directors as follows: Pol.Lt.Gen. Ekaphop Prasitvattanachai, Mr. Chaipat Lertlucktaweekul, and Mr. Burin Nuchniyom, as well as (2) approves to withdraw the current Chairman of the Board of Directors and approves the appointment of Mr. Noppol Milinthanggoon to assume the position.

However, the SEC was later informed by NUSA that on March 26, 2024, shareholders filed two lawsuits with the Civil Court: (1) Case No. Por. 1328/2024: Petition to revoke EGM of Shareholders’ resolutions; and (2) Case No. Por. 1328/2024: Request for the court to indicate provisional measures. Both cases were accepted by the Court and a hearing for petition on temporary protection was scheduled on May 27, 2024. Furthermore, on March 21, 2024, Stock Exchange of Thailand (SET) notified NUSA to clarify on the discrepancy of information regarding the Board of Directors’ meeting as SET had been informed that the meeting which was held on March 15, 2024, contained controversial matter as follows: (1) Letter from Mr. Visanu Thepcharoen stating that as NUSA Chairman he was not involved or called for the Board of Directors’ meeting on the said date; therefore, the meeting held was not compliant with the law. Whereas (2) Letter from Mr. Noppol Milinthanggoon states that as NUSA Chairman, he had called for the Board of Directors’ meeting on the said date in which the meeting had resolved to call for an Annual General Meeting of Shareholders for 2024. Even so, NUSA has yet to inform the SEC on the change of the 3 new directors in order to comply with the stipulated criteria as required by law.

The SEC has considered all relevant information and is of view that the aforementioned issues may pose significant impact on business operations and management of NUSA or its subsidiaries, which will consequently cause impact to NUSA’s shareholders and investors. Further, according to the information NUSA disclosed to the investors, there are various unclear matters such as management structure, the board of directors’ structure, person holding Chairman of the Board of Directors position, and impact of the dispute on the lawsuit to revoke resolution of NUSA EGM of Shareholders No. 1/2024, which will affect the rights of securities holders or investors’ investment decisions. Therefore, the SEC, by virtue of Section 58 of Securities and Exchange Act B.E. 2535 (1992) (SEA), instructs NUSA to clarify the following information:

          1. The impact of the lawsuits filed with the Civil Court by NUSA’s shareholders on petition for revocation of EGM of Shareholders’ resolutions and the request for the court to indicate provisional measures as well as contingency plan in case such impact occurs.

           2. Who is the current Chairman of the Board of Directors and how had the holdings of such directors and Chairman of the Board of Directors positions been in accordance with the law and as stipulated in the Articles of Association By-Laws? Further, why has NUSA not yet submitted information on the changes of the 3 new directors to the SEC as required by stipulated criteria?         

Additionally, NUSA’s Board of Directors are requested to supervise and inspect all transactions that NUSA is currently conducting and will conduct in the future to ensure that they are accurate, appropriate and are of best interest for the company.
 

NUSA is instructed to clarify such information to the SEC together with relevant evidential document within 5th April 2024 and publish the clarification via SETLink.