TIDLOR Invites Shareholders to Swap Shares from March 10 - April 30, 2025, Unlocking Growth Potential with the Transition to Tidlor Holdings

1. Gain future growth potential: Swapping allows you to be part of Tidlor Holdings' future expansion while avoiding potential impacts from TIDLOR’s delisting from the stock exchange.
2. Maintain trading flexibility: Once the tender offer is complete, Tidlor Holdings shares will be listed for trading, unlike TIDLOR shares, which will no longer be tradable on the stock exchange.
3. Enhance return opportunities: Tidlor Holdings plans to invest in new businesses, potentially driving growth and higher returns.
4. Ensure continued financial transparency: Tidlor Holdings remains obligated to disclose key financial information, allowing you to monitor your investment with transparency.

To accommodate shareholders who require additional time to complete the swap, Tidlor Holdings has extended the deadline from April 16, 2025, to April 30, 2025—totaling 35 business days. No further extensions will be granted.

If you do not swap your shares within the given timeframe, you will no longer be able to trade TIDLOR shares on the stock exchange after delisting, which coincides with Tidlor Holdings’ listing. We understand this is an important decision—if you have any concerns, we are happy to provide further information to help you make an informed choice.

Shareholders of Tidlor Holdings will retain the ability to trade shares on the stock exchange and receive dividends from both existing and future investments.

As share swapping is a shareholder’s personal right, you must complete the process yourself. The company cannot make this decision on your behalf, which is why the swap is not automatic. We apologize for any inconvenience, but this process ensures you maintain full control over your investment decisions.

Transfer fees vary based on each broker’s policy. For more details, please contact your broker directly.

30 April 2025
(35^th Business day of tender offer period)

As per the stock exchange settlement, the share purchase transaction must be fully settled within two business days after the trade date (T+2). Therefore, the last day that shareholders can buy Ngern Tid Lor PCL’s shares and are eligible for accept the Tender Offer is 28 April 2025.

The tender offer acceptance form, along with all required supporting documents, must be submitted and completed no later than 30 April 2025, by 4:00 PM.

If you have a remaining odd lot of TIDLOR shares (less than 100 shares), there are two options for handling them:

Option 1:
Proceed with the share swap to Tidlor Holdings contact your securities company directly

Option 2:
Sell your odd-lot shares via the Streaming application

(For detailed steps on how to manage your TIDLOR odd-lot shares, please click here.)

After the end of tender offer period, the shares of Ngern Tid Lor PCL will remain tradable on the Stock Exchange of Thailand until Tidlor Holdings PCL is officially listed on the stock exchange, and the shares of Ngern Tid Lor PCL are delisted on the same day. This process is expected to be completed by mid-May 2025.

After the end of Tender Offer Period, the stock symbol of Ngern Tid Lor PCL will be temporarily changed from TIDLOR to NTL, effective on the next business day following the end of the tender offer period.

Shares of Ngern Tid Lor PCL traded during the period after the tender offer until the delisting date will not be eligible for conversion into shares of Tidlor Holdings PCL. Additionally, once shares of Ngern Tid Lor PCL delisted from the Stock Exchange of Thailand, these shares will no longer have a secondary market for trading.

Shareholders who wish to invest in Ngern Tid Lor PCL should complete the Tender Offer process within the tender offer period to ensure that their shares can be converted into shares of Tidlor Holdings PCL.

After the end of tender offer period, the stock symbol of Ngern Tid Lor PCL will be temporarily changed from TIDLOR to NTL, effective on the next business day following the end of the tender offer period. The shares of Ngern Tid Lor PCL will be delisted from the Stock Exchange of Thailand on the same day that the shares of Tidlor Holdings PCL commence trading on the Stock Exchange of Thailand.

The shares of Tidlor Holdings PCL will be listed and traded on the Stock Exchange of Thailand in place of the shares of Ngern Tid Lor PCL by mid-May 2025, using the same ticker symbol, TIDLOR.

Shareholders of Ngern Tid Lor PCL who have accepted the tender offer may revoke their intention to sell during business hours from 9:00 AM to 4:00 PM on business days, from 10 March to 23 April, 2025, or within the first 30 business days of the tender offer period.

If the number of tendered shares is less than 95% of the total voting rights of Ngern Tid Lor PCL, Tidlor Holdings PCL will proceed with the cancellation of the tender offer. The shares will be returned to the shareholders of Ngern Tid Lor PCL who have accepted the tender offer and submitted their intention to sell, in accordance with the delivery method specified in their tender offer acceptance form.

1. If a shareholder authorizes another person to submit documents on their behalf, the power of attorney must be affixed with a stamp duty of 10 to 30 baht.
2. In the event that a shareholder transfers securities from their securities company to the tender offer agent, a transfer fee may apply, subject to the policies of each securities company.

If shares are purchased during the Tender Offer period, the shares must first undergo settlement and transfer before they can be tendered. As per the stock exchange settlement cycle, the share purchase transaction must be fully settled within two business days after the trade date (T+2).

Therefore, shareholders (of all types) may submit their acceptance of the Tender Offer within T+2 from the trade date. For example, if the shares are purchased on Monday, the acceptance can be submitted on Wednesday.

In the event of a lost share certificate, the shareholder intending to accept the Tender Offer must contact the Thailand Securities Depository (TSD) to request a replacement share certificate. The new share certificate will then be used to complete the process through the Tender Offer Agent. As the issuance of a replacement share certificate may take approximately one week, shareholders are advised to initiate this process well in advance—at least one week before the end of the Tender Offer period to ensure timely submission.

For common shares:

Submit a Power of Attorney (POA) document as per the required format. Affix a stamp duty of THB 10 (if applicable) and attach a certified copy of identification documents for both the grantor (shareholder) and the attorney-in-fact, as specified. Ensure all documents bear certified signatures verifying their accuracy.

For NVDR (Non-Voting Depository Receipts):

Submit a Power of Attorney (POA) document as per the required format. Affix a stamp duty of THB 10 (if applicable) and attach a certified copy of identification documents for both the grantor (shareholder) and the attorney-in-fact, as specified. Ensure all documents bear certified signatures verifying their accuracy.

However, if the shareholder submits the Tender Offer acceptance form through their brokerage firm, where their Ngern Tid Lor PCL shares are held in a securities trading account, the brokerage firm will submit the documents on the shareholder’s behalf to the Tender Offer Agent. In this case, a Power of Attorney is not required.

In the case of a deceased shareholder with an executor, but the share transfer is not yet completed

• The executor can proceed with the tender acceptance without completing the share transfer.

In the case of a deceased shareholder with an executor, but the Share Certificate Is Lost

• The executor must file a report of the lost share certificate and request a new one from the TSD. The process of issuing a new certificate may take about two weeks. Therefore, the executor should contact the TSD at least two weeks before the tender offer acceptance deadline.

In the case of a deceased shareholder with no executor appointed, and the share transfer is not yet completed

• The heir must complete the appointment of an executor during the tender offer acceptance period. If appointing an executor is not possible (e.g., in the absence of a will), all heirs can agree to proceed with the tender acceptance.

In the case of a deceased shareholder with no executor appointed, and the Share Certificate Is Lost

• The heir must appoint an executor during the tender offer acceptance period. After the appointment, the executor must file a report for the lost share certificate and request a new one from the TSD. The process of issuing a new certificate may take about two weeks, so it is recommended to do this in advance, at least two weeks before the acceptance deadline.

In the case of a deceased shareholder with an endorsed share certificate

• Share transfer must be completed according to the procedures set by TSD. This includes completing the Application for the Administration of Estate (TSD-103) and submitting all necessary supporting documents to the TSD.

Further details on the Application for the Administration of Estate (TSD-103) and the required supporting documents can be found on the SET's website by searching for "Application for the Administration of Estate (TSD-103)".

No, the Tender Offer acceptance cannot be consolidated into a single transaction. If shareholders wish to submit a single acceptance, they must first transfer all their shares to one brokerage account before proceeding.

However, if shareholders do not wish to consolidate their shares under one brokerage, they may submit separate Tender Offer acceptances through each respective broker where the shares are held.

Tidlor Holdings has a policy to pay dividend to shareholders at not less than 20% of the company's consolidated net profit, after the deduction of taxes and provisions as required by law and company regulations.

This policy is consistent with the current dividend policy of Ngern Tid Lor Public Company Limited.

The restructuring will help create "Operational efficiency" in the Group including;

1. To allow TIDLOR to segregate businesses with different natures
2. To manage and utilize resources and expertise in economies of scale manner in the best interests of the Group
3. To strengthen the business opportunity with specialized management
4. To increase flexibility in expanding business to ensure readiness to seize future opportunities.
5. To enhance the efficiency of risk management in asset protection for each business by clearly segregating governance and risk management, enabling the limitation of risks and operational impacts from investments in other businesses under different subsidiaries of Tidlor Holdings
6. To create opportunities to reduce the tax burden on shareholders due to the distribution of stock dividend

Furthermore, the company's restructuring also helps reflect the true potential of operations, allowing for a more distinct comparison with industry performance and increasing the potential to enhance value within the group of companies.

Tidlor Holdings acts solely as a shareholder in other subsidiaries and does not conduct its business operations. It functions as an investment and capital allocation unit within the group, overseeing the overall structure and policies to enhance flexibility and potential for future business expansion.

Ngern Tid Lor PCL (TIDLOR) will continue to focus on the lending business, vehicle title loan under the Ngern Tid Lor brand, and the insurance brokerage business through branch channels under the Shield Insurance brand. There will be no significant changes in the core business, strategy, and operations.

New company (NewCo): After establishing and acquiring a non-life Insurtech insurance brokerage business from TIDLOR, NewCo aims to enhance flexibility in strategy formulation, management, and business-related non-life InsurTech insurance brokerage business (InsurTech Platform).