Tender Offer for Securities (Form 247-4)

In the event that a shareholder does not accept the tender offer because they wish to retain their shares in KEX, no action is required on their part. However, the following implications may arise.

• After the delisting of KEX shares from the SET, KEX’s status as the listed company will be terminated. The implication for KEX’s shareholders can be summarized as below:
  • Shareholders may face trading illiquidity, as KEX shares will no longer be tradable on the SET, which serves as the secondary market.
  • Investment return of KEX shares may be limited to only dividends (if any) since the KEX shares will not be traded on a secondary market and will lack a reference market price. However, KEX at its own discretion may pay dividends to its shareholders once KEX has positive retained earnings in separate financial statements. (As of 31-Mar-25, KEX has retained loss in separate financial statement of THB 13,772 million).
  • Individual shareholders will no longer be exempt from personal income tax on capital gains from the sale of the KEX shares. In addition, both individual and corporate shareholders transferring shares will no longer be exempt from stamp duty.
  • Shareholders will have reduced access to KEX’s information as KEX will no longer be obligated to disclose information in accordance with the regulations of the SET, which will significantly reduce the availability of public disclosures to.

However, KEX will still be required to disclose certain information as a public limited company under the Public Limited Companies Act B.E. 2535, such as shareholder meeting minutes and annual reports. Minority shareholders may also request certified copies of corporate documents, such as the certificate of incorporation, shareholder register, and financial statements, from the Department of Business Development at the Ministry of Commerce.

In addition, after the completion of the tender offer and the delisting of KEX, KEX will have some obligations depending on the shareholding of SF Group.

KEX shares can be traded until the day before the official delisting date, including during the tender offer period. Shareholders may choose to sell their shares either through the tender offer or on the stock exchange. The official delisting date will be happened after the end of tender period.

KEX will keep shareholders informed via SET announcements and the company’s website.

Selling shareholders will incur a transaction fee of 0.25% and VAT of 7% on the fee, resulting in a net amount received of THB 1.4959875 per share. In the calculation of the payment for each Offeree, Bualuang Securities Public Company Limited will take the offered price multiplied by the number of offered ordinary shares, and round any fraction of the payment to 2 decimal places, and a numeral in the third decimal place that is less than 5 will be rounded down, but the numeral that is equal to 5 or greater will be rounded up.

• KEX will continue its normal business activities, and the delisting process will not interrupt KEX’s business operations. SF, as the major shareholder, will continue to support the turnaround of KEX as it previously did.
• If the delisting of KEX is successful:
  • KEX will no longer be a listed company but will retain its status as a public limited company and will therefore not be subject to SET’s listing regulations.
  • However, KEX still needs to comply with disclosure and reporting obligations under the Public Limited Companies Act B.E. 2535 (1992), such as the distribution of shareholders’ meeting notices, the arrangements of shareholders’ meetings, and the distribution of annual financial statements to shareholders.

The shares can be traded over-the-counter method (OTC), which refers to transactions conducted outside of the Stock Exchange of Thailand (SET). Such trades are executed directly between counterparties or through networks of brokers and financial intermediaries. OTC transactions may involve low liquidity (making it difficult to quickly and easily trade shares), high price volatility (due to the absence of a market reference price), and limited information disclosure compared to shares listed on the SET.

• At this moment, SFTH has no intention of making any material changes to the business and management plan of KEX during the period of 12 months after the end of the tender offer period.
• However, during such period, SFTH may consider improving KEX's business operations, the plan on which will be subject to further detailed study of the current business plan of KEX’s business and may consider amending the business plan to be appropriate for current and future competitive landscape, as well as its future development strategy.

The Company understands that the overall sentiments is and will be challenging and one of the key directions in our strategy is to ensure the Company remains focus to running the business, including managing our people and resources effectively.

Even after the transition is complete, the Company remains committed to its strategy of being a One-Stop Integrated Logistics Service Provider, aiming to handle higher-value deliveries while continuing to create value for local communities and the Thai economy.

The Company would remain as a public limited company, the Company is required to submit annual financial statements under the Public Limited Companies Act B.E. 2535 (1992) (and as amended). As for the quarterly financial reports, if the offeror, i.e. SFTH, holds at least 95% of the total voting rights after the delisting tender offer, the Company will cease to have the obligation to submit the quarterly financial statements to the Office of the Securities and Exchange Commission. Following the delisting, the Company is no longer required to retain TSD as its share registrar, as it will no longer be a listed company. However, many companies choose to continue engaging TSD if the number of the shareholders remains large. Moreover, the Company, as a public limited company, it is still required to submit annual reports and meeting minutes to the Department of Business Development, Ministry of Commerce.

• Currently, KEX is facing a highly challenging market and business environment marked by continued net losses, liquidity constraints, intensified competition, and structural changes in the logistics and express delivery landscape. The competitive nature of the express delivery sector, combined with aggressive pricing strategies from industry players and ongoing price pressure from customers, has further hindered KEX’s ability to return to profitability, having recorded 14 consecutive quarters of losses. Given these challenges, KEX’s business outlook remains uncertain and a near-term turnaround of KEX’s business performance is hard to be anticipated.
• As a result of KEX’s ongoing net losses, KEX is in need of continued funding support to meet its business needs. Hampered by limited trading liquidity and uncertain outlook, the listing status of KEX shares can no longer provide an effective means of fundraising.
• KEX currently has a free float below the minimum required level. Due to the challenging business prospects of KEX, it is difficult to increase KEX’s free float through share issuance to public investors.

The IFA considered both current financials, which includes consecutive accumulated losses, and the forecasts, taking into account future economic growth. Despite prevailing market conditions, the offer price is assessed to be within a fair valuation range.