Schedule of Shareholders' meeting Subject : Schedule of Extra-General Meeting of Shareholders Date of Board resolution : 31-Aug-2021 Shareholder's meeting date : 12-Oct-2021 Beginning time of meeting (h:mm) : 15 : 30 Record date for the right to attend the : 15-Sep-2021 meeting Ex-meeting date : 14-Sep-2021 Significant agenda item : - Capital increase Venue of the meeting : via an electronics means ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 31-Aug-2021 Number of additional common shares : 6,372,323,500 (shares) Total of additional shares (shares) : 6,372,323,500 Par value (baht per share) : 0.50 Type of allocated securities : Common shares Allocated to : All Common shares' shareholders Ratio (Old : New) : 10 : 1 Record date for the right to : 23-Nov-2021 subscribe additional shares Ex-Rights Date (XR) : 22-Nov-2021 Allocated to : Private placement Person(s) receiving allotment(s) : C.P. Retail Holding Company Limited Number of allotted shares (shares) : 5,010,323,500 % of Paid Up Capital after capital : 44.85 increase Subscription price (baht per share) : 43.50 Subscription period : From 25-Oct-2021 to 25-Oct-2021 Total shares allocated to Private : 5,010,323,500 Placement (Shares) Allocated to : Public offering Number of allotted shares (shares) : 1,362,000,000 Remark : Private Placement (PP): for the acceptance of the transfer of the entire business of C.P. Retail Holding Company Limited ("CPRH"). Following the registration of dissolution and as part of the liquidation process of CPRH, all remaining assets of CPRH, including shares in the Company, will be transferred back to CPRH Shareholders: CPALL, CPH and CPM in proportion to their respective shareholding. In this regard, CPALL, CPH and CPM will be required to comply with the relevant regulations of the SET. Public Offering (PO): The Public Offering, the Company may consider to allocate certain portions of the newly issued ordinary shares for offering to (1) existing shareholders of the Company (other than CPALL and subsidiaries of CPALL, CPM and CPH); (2) existing shareholders of CPALL (other than the group of Charoen Pokphand Group Company Limited ("CPG") as specified in Form 56-1 for the year 2020 of CPALL); and (3) existing shareholders of Charoen Pokphand Foods Public Company Limited ("CPF") (other than the CPG group as specified in Form 56-1 for the year 2020 of CPF) at the offering price same as the offering price of the public offering, and in accordance with the ratio for the exercise of such rights as follows: (1) In respect of the allocation of ordinary shares of the Company for offering to existing shareholders of the Company (other than CPALL and subsidiaries of CPALL, CPM and CPH), at the ratio of 10 ordinary shares of the Company to 1 ordinary share of the Company being offered on this occasion. (2) In respect of the allocation of ordinary shares of the Company for offering to existing shareholders of CPALL (other than the CPG group as specified in Form 56-1 for the year 2020 of CPALL), at the ratio of 15 ordinary shares of CPALL to 1 ordinary share of the Company being offered on this occasion. (3) In respect of the allocation of ordinary shares of the Company for offering to existing shareholders of CPF (other than the CPG group as specified in Form 56-1 for the year 2020 of CPF), at the ratio of 70 ordinary shares of CPF to 1 ordinary share of the Company being offered on this occasion. The ratio will be determined by considering the name and the number of shareholders on the record date. Moreover, the Company may consider the allocation of over-allotment shares to subscribers to be carried out, cornerstone investors and other investors. The details on the rights to receive the shares allocation will be determined after the Company has received the approval from the SEC Office to offer the newly issued ordinary shares to the public (Public Offering) and more detail will be further notified by the Company to the shareholders. ______________________________________________________________________ Tender Offer Subject : Tender offer Listed company subject to tender offer : SIAM MAKRO PUBLIC COMPANY LIMITED (MAKRO) Offeror : Charoen Pokphand Holding Company Limited, C.P. Merchandising Company Limited Tender offer period : From 27-Oct-2021 to 30-Nov-2021 Offer price Common shares (baht per share) : 43.50 Net price Common shares (baht per share) : 43.50 Tender offer : Not for delisting Date of securities payment settlement : 02-Dec-2021 Tender Offer Agent : Bualuang Securities Public Company Limited Remark : 1. CPALL will not sell shares in the Company in respect of the tender offer for all securities in the Company to be made by CPH and CPM. 2. CPM and CPH will jointly make a mandatory tender offer for all securities in the Company at the price of THB 43.50 per share which is the same price as the Company's share price under the Share Allocation Transaction as EBT Consideration from CPRH. 3. The maximum number of shares that CPM and CPH will have to purchase in this tender offer will not be more than 332,098,500 shares, representing up to 3.39 percent of the total outstanding shares in the Company following the Share Allocation Transaction as EBT Consideration. 4. The tender offer obligations will be triggered once CPM and CPH acquire shares in Makro exceeding the trigger point that requires a tender offer to be made for all securities of the business (Mandatory Tender Offer) subject to the following conditions: 1) The Extraordinary General Meeting of Shareholders of Makro and CPALL have resolved to approve their relevant transactions in relation to the EBT Transaction and the Share Allocation Transaction; 2) The EBT Transaction and the Share Allocation Transaction have been completed; and 3) CPRH has delivered Makro shares to CPM and CPH. ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.
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Siam Makro pcl published this content on 10 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 November 2021 11:36:05 UTC.