The Board of Directors of FVC resolved to propose that the shareholders’ meeting scheduled for 30 April 2026 consider and approve the disposal of 159,225,200 ordinary shares of KTMS, representing 53.08 percent of the total issued and paid‑up shares of KTMS, at a price of THB 1.10 per share, for a total transaction value of THB 175.15 million, to Miss Kanjana Pongpattanadecha (Miss Kanjana), a related person. She is a major shareholder, director, and executive of KTMS, and is the spouse of Mr. Wijit Techakasem (Mr. Wijit), who is a major shareholder, director, and executive of FVC. The transaction is proposed as part of FVC’s business restructuring to reduce reliance on the dialysis center business, which is exposed to regulatory risks arising from increasingly stringent government oversight. The proceeds from the disposal are intended to be used for the WIE1 project in the amount of THB 50 million, with the remaining THB 125.15 million to be used as working capital to support future business expansion.

The IFA has opined that the transaction is inappropriate and should not be approved by the shareholders’ meeting, as the proposed sale price of KTMS shares is lower than the fair value assessed using the discounted cash flow (DCF) method, which ranges from THB 1.71 to THB 2.07 per share, or 35.67–46.90 percent below fair value. In addition, the disposal of KTMS shares at this time entails relatively high risk, as KTMS represents a significant source of revenue and profit for FVC with continued growth prospects. While regulations relevant to the operation of the business may become more stringent, such regulations are currently not clear and have not been officially issued or enforced. Furthermore, FVC currently has sufficient cash to invest in the WIE1 project, and its future investment plans remain unclear. Accordingly, there is no immediate necessity for FVC to utilize the entire proceeds from the disposal of KTMS shares. The IFA has also noted deficiencies in the share purchase agreement, including an initial payment of THB 10 million, which is below normal commercial terms and inconsistent with the transaction value, and that the remaining amount is to be paid within 180 days from the date of receipt of shareholders’ approval, which constitutes a relatively long payment period. In addition, the IFA has not received evidence or collateral confirming Miss Kanjana’s payment capacity, and therefore FVC may be exposed to the risk of not receiving payment of the share consideration.

Nevertheless, the Board of Directors and the Audit Committee of FVC remain of the view that the transaction is appropriate and that FVC’s shareholders should consider approving the transaction. This view is based on the rationale that the restructuring of FVC’s business operations will reduce reliance on the dialysis center business, which is exposed to regulatory risks arising from increasingly stringent government oversight, and will enable FVC to expand into a new line of business through the development of industrial estate projects, which are expected to generate appropriate revenue and returns in the long term and to strengthen FVC’s financial liquidity. Although the sale price is lower than the assessed fair value, FVC will realize a gain on the disposal of THB 0.14 per share, or a total amount of THB 22.83 million, equivalent to a return of 14.58 percent (based on a cost of THB 0.96 per share), and the transaction will enable FVC to fully dispose of its entire shareholding in KTMS, totaling 159,225,200 shares. Accordingly, the Board of Directors and the Audit Committee are of the view that the transaction is appropriate, reasonable, and in the best interests of FVC and its shareholders in the long term.

The SEC has observed that the proposed sale price of KTMS shares is substantially lower than the fair value assessed by the IFA, and is also significantly below both the book value and the trading price of KTMS shares on the SET. In addition, concerns have been noted regarding the necessity and reasonableness of the disposal of KTMS shares, as well as the contractual payment terms. Furthermore, FVC may not have clearly and sufficiently disclosed information relevant to the transaction, which may affect the rights and interests of shareholders or investors’ decision‑making.

Accordingly, pursuant to Section 58(2) of the Securities and Exchange Act B.E. 2535 (1992), the SEC has instructed FVC to clarify the facts, together with relevant supporting documents, and to submit such information to the SEC by 28 April 2026, as well as to publicly disclose the information via SETLink.

As the IFA has opined that the transaction is inappropriate and should not be approved, the SEC urges the FVC shareholders to exercise their voting rights at the shareholders’ meeting scheduled for 30 April 2026, carefully review all information, exercise their rights to protect their interests, and make inquiries with FVC’s management to obtain sufficient information for decision-making.