The Thailand Securities and Exchange Commission urged shareholders of Stella X Public Company Limited (STELLA) to study the disclosures, attend the extraordinary general meeting and exercise voting rights on a proposed acquisition of a 3.25 percent stake in Wind Energy Holding Co., Ltd. (WEH) funded by newly issued shares in a private placement rather than cash. The deal involves related parties and would dilute shareholders’ voting rights by 32.48 percent, while the independent financial advisor (IFA) recommended shareholders not approve the transaction because the private placement price is below its assessed fair value. STELLA will seek approval for (i) the WEH share acquisition (total value not exceeding THB 1,415,206,800), which constitutes an asset acquisition with a portion classified as a related party transaction, and (ii) the issuance and allocation of up to 7,076,304,000 newly issued ordinary shares (par value THB 1.00) to 21 sellers as payment in lieu of cash, with nine of the 21 sellers being STELLA related parties. The transaction values WEH shares at THB 400 per share and sets the issue price for STELLA’s new shares at THB 0.20 per share, implying a swap ratio of 1 WEH share to 2,000 new STELLA shares; the IFA estimated STELLA’s fair value at THB 0.66–0.68 per share and an appropriate swap ratio of 1:618–667, and noted that expected dividend income of about THB 40.33–107.91 million per year would only partially alleviate liquidity pressures and operational losses. STELLA’s Board and Audit Committee agreed the issue price is below the IFA’s fair value but considered the transaction reasonable given the company’s circumstances and the use of shares rather than cash. The extraordinary general meeting is scheduled for 22 October 2025, and approval requires at least three-fourths of votes cast by attending shareholders with voting rights, excluding conflicted shareholders.

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