Tender Offer

A Share Swap refers to the transaction where shareholders of Thai Reinsurance Public Company Limited (“THRE”) exchange their existing THRE ordinary shares for newly issued ordinary shares of Thaire Group Holdings Public Company Limited (“THREH”) at a swap ratio of 1 THRE ordinary share to 1 THREH ordinary share. Following the share swap, shareholders will change their status from THRE shareholders to THREH shareholders.

THREH, or Thaire Group Holdings Public Company Limited, is a company established to serve as the Holding Company of the ThaiRe Group. Its primary objective is to invest in and manage equity holdings in various companies within the Group.

The corporate restructuring aims to enhance managerial and investment flexibility, support future business expansion, and strengthen the Group’s competitive potential under a Holding Company structure.

No. THRE will continue its non-life reinsurance business as usual, assuming the status of a Core Subsidiary of THREH once the restructuring is complete.

Currently, THRE holds 65% of the total paid-up shares of BlueVenture Group Public Company Limited (“BVG”). Following the restructuring, THREH plans to gradually acquire all BVG shares held by THRE in two tranches according to the Restructuring Plan. BVG’s business operations will continue as usual, with no plans to alter BVG’s management or business operations.

The Company has no plan to delist BVG’s shares from being listed securities on the Stock Exchange of Thailand.

The Takeover Panel granted THREH a waiver of the obligation to make a mandatory tender offer for all securities of BVG on 18 February 2026. Furthermore, the transfer of BVG shares following the share swap under the Restructuring Plan is exempted from the mandatory tender offer requirement for all securities of BVG pursuant to Clause 9(5)(a) of Notification No. Tor Jor. 12/2554, because THREH will have ultimate control over THRE prior to acquiring BVG shares by holding at least 90% of the total voting rights in THRE.

Shareholders have the right to decide whether or not to participate in the share swap at their own discretion. Shareholders should carefully study the relevant information, terms, and potential impacts. Please note that the Company cannot provide investment advice to individual shareholders.

Participating in the share swap is an individual decision made by each shareholder and must be carried out in accordance with the rules, procedures, and regulations prescribed under applicable laws. Therefore, the Company cannot execute the process on behalf of shareholders.

The shareholder will continue to hold THRE shares. However, once THRE shares are delisted from the Stock Exchange of Thailand (SET), there will no longer be a reference market price, resulting in a lack of trading liquidity. Individual shareholders will lose the personal income tax exemption on capital gains (Capital Gains Tax). Additionally, share transfers for both individual and juristic person shareholders will be subject to stamp duty as required by law.

Shareholders retain legal ownership of THRE shares and the right to receive dividends under public company law. However, share trading and transfers can no longer be executed on the SET and must be conducted off-exchange (over-the-counter) in accordance with legal procedures.

Shareholders can trade THRE shares on the Stock Exchange of Thailand as usual until the last trading day prior to the delisting of the securities, according to the schedule announced by the Company and the SET.

Shareholders can bring such newly purchased shares to participate in the share swap, provided that the shares can be transferred into the tender offer acceptance process within the specified timeframe and conditions. Since trading on the SET follows a T+2 settlement cycle (settlement and delivery occur on the 2nd business day following the trade date), the last business day to purchase THRE shares to participate in the tender offer is 18 November 2026. The completed acceptance form along with all required supporting documents must be submitted to the Tender Offer Agent by 20 November 2026 before 4:00 p.m. However, shareholders should verify further details with their respective brokerage firms.

The Tender Offer Period is between 23 September 2026 and 20 November 2026 (totaling 40 business days, from 9:00 a.m. to 4:00 p.m.). Shareholders are kindly requested to submit their documents in advance by 18 November 2026 (at least 2 business days prior to the last day of the Tender Offer Period).

Shareholders must submit the Tender Offer Acceptance Form and complete the required procedures within the Tender Offer Period, either through their brokerage firm or through the Tender Offer Agent.

Finansia Syrus Securities Public Company Limited, Securities Custody Department, 7th Floor, Mint Tower, No. 719 Banthadthong Road, Wangmai, Pathum Wan, Bangkok 10330. Telephone: 02-680-0841-5 and 02-782-2400.

Shareholders can submit documents through Finansia Syrus Securities Public Company Limited or through their respective securities brokerage firms (the Tender Offer Agent does not accept document submissions by post). Eligible shareholders may also submit their acceptance online via the E-Tender system at https://etender.fnsyrus.com

Shareholders may incur the following expenses:

• Securities Transfer Fee: Fee for transferring securities to the tender offer account, which depends on the service fee rates of each respective securities company (brokerage firm).
• Stamp Duty (in case of Power of Attorney): In cases where the shareholder does not proceed in person and executes a Power of Attorney, a Baht 30 stamp duty must be affixed to the Power of Attorney form.
• Other Fees (if any):
  • TSD / Broker Fees: If a shareholder requests share certificates due to incomplete documents or requires cross-account share transfers, fees may apply as specified by the Thailand Securities Depository (TSD) or the originating securities company.
  • Cancellation Fee: If a shareholder has submitted a tender offer acceptance and subsequently wishes to cancel the intention to sell, a share transfer fee of Baht 100 per transaction will apply for returning the securities.

Shareholders can cancel their Tender Offer acceptance during the first 20 business days of the Tender Offer Period, from 23 September 2026 to 22 October 2026 (between 9:00 a.m. and 4:00 p.m. on business days).

Once shares have been transferred/delivered into the tender offer account of the Tender Offer Agent, those shares cannot be traded on the Stock Exchange of Thailand (SET), unless the shareholder submits a Tender Offer Cancellation Form within the first 20 business days (23 September 2026 – 22 October 2026) in accordance with the specified terms and conditions.

In case of transfer to a securities trading account (Scripless System):

• Newly issued THREH shares will be transferred into the Offeree’s securities trading account within 7 business days from the last day of the Tender Offer Period. (Note: The name of the securities trading account must match the name of the Offeree; otherwise, the shares will be deposited into the Issuer Account No. 600 instead.)

In case of deposit into the Issuer Account Member No. 600 (Issuer Account):

• Shares will be deposited in the name of “Thailand Securities Depository Company Limited” into the Issuer Account Member No. 600 within 7 business days from the last day of the Tender Offer Period.

In case of requesting share certificates (Scrip System):

• The Company will issue share certificates in the name of the subscriber/allottee and deliver them via registered mail to the specified contact address within 15 business days from the last day of the Tender Offer Period.

Shareholders have no personal income tax liability on capital gains (Capital Gains Tax), as this share exchange constitutes an intra-group corporate restructuring. The share swap price is set equal to each shareholder’s original cost basis, resulting in no taxable capital gain upon the exchange.

If a shareholder is unable to proceed in person, they may appoint an attorney-in-fact to act on their behalf or proceed through the securities company/custodian where they maintain a securities trading account. The procedures and guidelines are as follows:

• Execute a Power of Attorney:
  • Fill out the Power of Attorney form (Attachment 7.3 for ordinary shares or Attachment 8.3 for NVDR) and affix Baht 30 stamp duty.
  • Attach a certified true copy of the grantor’s identification document (e.g., ID card / Passport) and a certified true copy of the attorney-in-fact’s identification document, signed and certified as true copies.
• Authentication of Documents Prepared Overseas (Notary Public & Thai Embassy Authentication):
  • The Power of Attorney and supporting identification documents prepared abroad must have the signatures notarized by a Notary Public and authenticated by the Royal Thai Embassy or Royal Thai Consulate in the country where the documents were prepared or certified.
  • All documents must be issued no longer than 6 months prior to the submission date or the last day of the Tender Offer Period.
• Document Submission:
  • The attorney-in-fact must submit all original documents in person to the Tender Offer Agent (Finansia Syrus Securities Public Company Limited) or instruct the securities company/custodian where the shareholder deposits their shares to collect and forward the documents to the Tender Offer Agent. (Note: The Tender Offer Agent does not accept Tender Offer Acceptance Forms submitted by post.)

1. Contact Thailand Securities Depository (TSD): The Offeree must contact Thailand Securities Depository Company Limited (TSD) to request the issuance of a new share certificate.
2. Allow sufficient processing time: Since issuing a new share certificate takes approximately 5 business days, and for share certificates, the Tender Offer Agent requests cooperation from Offerees holding share certificates to submit their acceptance form by 18 November 2026 (or at least 2 business days prior to the last day of the Tender Offer Period), shareholders should contact TSD at least 7 business days prior to the last day of the Tender Offer Period to ensure the new share certificate is issued in time for submission through the Tender Offer Agent.

1. In case an estate administrator has been appointed, but the share transfer has not been completed:

• The estate administrator can proceed with accepting the Tender Offer immediately without needing to complete the share transfer first.
• Additional required documents:
  • A certified copy of the court order appointing the estate administrator (issued no longer than 1 year prior to the submission date).
  • A certified copy of the death certificate.
  • A certified copy of the identification card and house registration of the estate administrator.
  • The share certificate endorsed by the estate administrator.

2. In case an estate administrator has been appointed, but the share certificate is lost:

• The estate administrator must file a police report for the lost share certificate and present the police report to request a new share certificate from Thailand Securities Depository Company Limited (TSD). As the process of issuing a new share certificate in this case may take approximately 1–2 weeks, the estate administrator should contact TSD to request a new share certificate well in advance before the end of the Tender Offer Period.

3. In case an estate administrator has not yet been appointed, and the share transfer has not been completed:

• The heirs must file a petition with the court to appoint an estate administrator and complete the appointment process within the Tender Offer Period.

4. In case an estate administrator has not yet been appointed, and the share certificate is lost:

• The heirs must complete the process of appointing an estate administrator within the Tender Offer Period first. Subsequently, the estate administrator must file a police report and submit the evidence to request a new share certificate from Thailand Securities Depository Company Limited (TSD), contacting TSD approximately 2 weeks prior to the end of the Tender Offer Period.

5. In case the shareholder is deceased, but the share certificate has already been endorsed:

• The share transfer must be executed according to the procedures specified by the Thailand Securities Depository by completing the “Estate Securities Management Application Form (Form TSD-103)” and submitting all required supporting documents to TSD. Details and Form TSD-103 can be reviewed and downloaded from the Stock Exchange of Thailand website (www.set.or.th).