TIDLOR board gives green light to restructure to become a holding company, exchange shares to SET, transfer insurance business to new company.

TIDLOR board gives green light to restructure to become a holding company, exchange shares to SET, transfer general insurance brokerage business in InsurTech format, including AREEGATOR and heygoody, to new company.

Ngern Tid Lor Public Company Limited or TIDLOR informed the Stock Exchange of Thailand on May 23, 2567 that according to the Board of Directors' meeting of Ngern Tid Lor Public Company Limited No. 32567 on April 30, 2567, there were resolutions on various matters such as

1. Approved to present to the Extraordinary General Meeting of Shareholders No. 1/2567 to consider and approve the shareholding and management restructuring plan. and other related operations (Shareholding and Management Restructuring Plan) as follows:

a) Propose to the shareholder meeting to consider and approve the plan to adjust the shareholding and management project by

(1) Establishment of a new public limited company, namely TIDLOR Holdings Pubic Company Limited (TIDLOR Holdings Pubic Company Limited) (TIDLOR Holdings) established to conduct business as an investment company. (HoldingCompany)

(2) After the shareholding and management restructuring plan has been initially approved by the Stock Exchange of Thailand. (Stock Exchange)

and various actions according to the shareholding and management restructuring plan have been permitted by relevant agencies. This includes the wheels. Holdings has received permission from the Securities and Exchange Commission (SEC) to offer newly issued shares. Let the company do the work for you. Holdings makes a tender offer to purchase all of the company's securities. from the company's shareholders

By issuing and offering additional common shares of Tid Lor Holdings in exchange for common shares of the Company at the exchange rate of 1 common share of the Company per 1 common share of Tid Lor Holdings.

However, Tid Lor Holdings reserves the right to cancel the tender offer. If the number of shares that the person intends to sell is less than 95 percent of the total number of voting rights of the company

After the tender offer for securities is completed, Tid Lor Holdings will apply for the tender of Tid Lor's common shares. Holdings is listed as a listed security on the stock exchange. instead of the company's securities which will be delisted from being listed securities on the stock exchange on the same day

According to the criteria specified in the announcement of the Capital Market Supervisory Board No. TorChor. 34/2552 regarding the criteria for the offering of newly issued securities together with the tender offer for existing securities of listed companies in order to restructure the shareholding and management. (including additional amendments) (Announcement TorJor. 34/2552)

The company will carry out the installation of wheels. Holdings uses the same ticker symbol as the Company (i.e. TIDLOR) when listing its securities on the stock exchange.

b) Propose to the shareholder meeting to consider approving the transfer of businesses related to the general insurance brokerage business in the form of InsurTech, namely AREEGATOR and heygoody.

including other related assets To a new company that will be established to operate a non-life insurance brokerage business in the InsurTech format in the future (new company)

After the transfer of business related to the general insurance brokerage business in the form of InsurTech is completed, Tid Lor Holdings will purchase 99.99 percent of the shares in the new company. One of the plans to restructure the shareholding structure and management of the company (Business Transfer)

The business transfer as detailed above is an asset disposal transaction with a total transaction size of approximately 451 million baht, calculated as the highest transaction size equal to 0.5 percent when calculated according to the total value of consideration criteria. (Refer to the company's financial statements which has been audited by a certified public accountant for the year ending 31 December 2566)

However, the transfer of business related to the general insurance brokerage business in the form of InsurTech must be approved by the company's shareholder meeting. With a vote of not less than three-fourths of the total number of votes of shareholders attending the meeting and having the right to vote in accordance with Section 3 of the Public Companies Act.

2. Acknowledge the appointment of Capital Advantage Company Limited to act as an independent financial advisor.

To provide opinions on restructuring and management plans Including other operations related The independent financial advisor will explain. (Presentation) to provide information to shareholders regarding the opinion of the independent financial advisor regarding the said restructuring and management plan. In the Extraordinary General Meeting of Shareholders No. 1/2567

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