BANPU partners with BPP to restructure and establish a new company to expand into non-coal businesses, increasing flexibility in response to the energy transition.

BANPU and BPP have merged to form a new public limited company to transfer all assets, liabilities, rights, and responsibilities. This will enhance efficiency and flexibility in implementing the "Energy Symphonics" strategy and accelerate the increase in EBITDA from non-coal businesses, aligning with the energy transition.

On October 30, 2568 , Banpu Public Company Limited (BANPU) informed the Stock Exchange of Thailand (SET) that its Board of Directors had approved a plan for internal restructuring within the group of companies. The Board approved submitting this plan to the shareholders' meeting for consideration and approval of the merger between Banpu Power Public Company Limited (BPP). This merger is conducted under the Public Company Limited Act B.E. 2535 (as amended).

The Company and BPP will cease to exist as juristic persons and will become a new public limited company from the merger (a new company), which will receive all assets, debts, rights, duties and responsibilities of the Company and BPP.

The Board also approved a general offer to acquire BPP's shares from other BPP shareholders prior to the completion of the amalgamation. This offer aims to increase its stake in BPP, a business in which the Company is confident in its growth potential and expects to benefit from a favorable return on investment. The Board also approved Banpu Minerals Company Limited (BMC), a wholly-owned subsidiary of the Company, which has expressed its intention to purchase the Company's and BPP's shares from shareholders attending the shareholders' meeting and voting against the amalgamation.

The objective of this restructuring is to enhance the Group's flexibility and readiness to create growth opportunities, with the goal of supporting the implementation of the Energy Symphonics strategy, as the Group's current listing structure does not yet support the Group's full potential for value creation.

This restructuring aims to improve the efficiency of the group's business structure and enhance strategic agility, while clarifying the positioning and growth direction of each business unit to align with the energy transition, fostering sustainable growth, and increasing the proportion of earnings before interest, taxes, depreciation, and amortization (EBITDA) from non-coal businesses.

The new company will have a registered and paid-up capital of 40,496,219,730 baht, consisting of 4,049,621,973 ordinary shares with a par value of 10 baht per share. Shares of the new company will be allocated to shareholders of the Company and BPP at the following swap ratio:

(a) 1 existing share in the Company for every 0.35575 shares in the new Company and

(b) 1 existing share in BPP to 0.74615 shares in the New Company (the ratio is calculated excluding shares in BPP held by the Company. The allocation of shares of the New Company to BPP shareholders will be made to all shareholders except the Company, which will receive the allocation of shares of the New Company in accordance with the ratio under clause (a).

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