ACC submitted a letter providing clarification to the SEC and publicly disclosed such information through the SETLink on 1 April 2026 regarding the criteria applied in selecting private placement (PP) investors, including the procedures for verifying their qualifications and experience. However, the SEC found that certain information still required further clarification and more complete disclosure, including, for example, (1) the rationale, necessity, and urgency of fundraising through the issuance of PP shares; (2) the rationale for, and process of, selecting the PP investors; (3) information demonstrating that such PP investors have the potential to provide strategic support to the business; (4) the company’s board of directors’ opinions in assessing the PP investors’ qualifications based on the applied criteria; and (5) the approach to managing any potential risks. In addition, ACC has not yet submitted all relevant supporting documents for its clarification. Such information is material and may affect the rights and interests of shareholders or investors’ investment decision‑making.

ACC has not yet accurately and completely disclosed such information, which may result in shareholders not having sufficient material information to make informed voting decisions on the relevant agenda items. Accordingly, pursuant to Section 58(1) of the Securities and Exchange Act B.E. 2535 (1992), the SEC has instructed ACC to further clarify the facts, together with relevant supporting documents, in relation to the above PP capital increase, and to submit such information to the SEC by 23 April 2026, as well as to publicly disclose the information via SETLink.

In the case of the PP offering with a clearly specified offering price by ACC, such offering shall be deemed to have been approved by the SEC where the shareholders’ meeting has passed a resolution clearly determining the offering price by specifying a fixed price, and where the notice of the shareholders’ meeting has been sent to shareholders at least 14 days prior to the meeting date and disclosed through the SETLink. In this regard, the notice of the shareholders’ meeting delivered to shareholders must contain the information required under the relevant rules*.

Therefore, ACC must disclose material information accurately, completely, and sufficiently to enable shareholders to make an informed voting decision. In the event of any violation or failure to comply with the rules**, it shall be deemed that ACC has not been approved to offer newly issued shares through PP within the meaning of the Notification. In such case, ACC should ensure that shareholders are informed of such material information at least 14 days prior to the date of the shareholders’ meeting convened to seek approval for the issuance and offering of new shares through PP, so that the shareholders of ACC are provided with sufficient time to consider and make their decision.

Notes:

* Notification of the Capital Market Supervisory Board No. TorJor. 73/2558 Re: Particulars of Notice Calling Shareholders’ Meeting of Listed Companies to Obtain Approval for Issuance and Offer of Securities for Sale, dated 28 October 2015 (Notification No. TorJor. 73/2558)   

** In accordance with Clause 12(2)(b) of the Notification of the Capital Market Supervisory Board No. TorJor. 28/2565 Re: Approval for Listed Companies to Offer Newly Issued Shares through Private Placement, dated 28 December 2022, in conjunction with Notification No. TorJor. 73/2558