WHA Announces Spin-Off Plan for WHAID, Its Flagship Company in Industrial Estate Business Sector with IPO Listing on the SET; Strengthening Growth

WHA Corporation Public Company Limited ("WHA" or "the Company") has announced that its Board of Directors has approved the spin-off plan for WHA Industrial Development Public Company Limited ("WHAID") through an initial public offering ("IPO") on the Stock Exchange of Thailand ("SET"). The number of ordinary shares to be offered will not exceed 22.73 % of WHAID's total paid-up capital after the IPO. WHA will remain the major shareholder of WHAID, maintaining both direct and indirect shareholding at least 75.95% (of WHAID's paid-up registered capital after the IPO).

WHA recognizes substantial growth opportunities and aims to achieve exponential growth by driving long-term returns through investments across its five core business segments: (1) Logistics, (2) Mobility (operating under the Mobilix brand), (3) Industrial Development, (4) Utilities and Power, and (5) Digital Business. The WHAID IPO spin-off will strengthen WHA 's financial position and enhance its ability to drive sustainable growth across all business segments.

Furthermore, the Boards of Directors of WHA and WHAID have approved a shareholding restructuring in WHA Utilities and Power Public Company Limited ("WHAUP"), through the sale of a 10.00% stake in WHAUP from WHAID and its subsidiaries to WHA. This move aligns with the Group's strategy to enhance flexibility and reinforce WHAUP's strategic and operational capabilities, and serves the best interests of the shareholders of WHA, WHAID, and WHAUP.

Following the restructuring, WHA and WHAID will hold direct stakes of 10.00% and 61.59% in WHAUP, respectively. The restructuring transaction is anticipated to be completed before WHAID's IPO.

Ms. Jareeporn Jarukornsakul, Chairman of the Executive Committee and Group Chief Executive Officer WHA Corporation Public Company Limited stated that WHAID is one of the Group's core businesses , operating in industrial estate development . WHAID has more than 15 industrial estates,

covering over 78,500 rai in Thailand and Vietnam . This comprises 13 operational industrial estates and 2 estates under development (along with expansions of 2 existing industrial estates under development)

Additionally, there are 7 new industrial estate projects and expansions of existing estates awaiting development. WHAID has consistently focused on developing Smart ECO Industrial Estates while serving as comprehensive solutions partner for its customers.

WHA recognizes growth opportunities in the industrial estate development business from the trend of production base relocation by foreign investors. Both Thailand and Vietnam are considered strategic locations that serve as comprehensive supply chain hubs, with ready infrastructure and energy security. Therefore, WHA has considered preparing WHAID, whose core business is industrial estate development, for SET listing to support business growth with an appropriate capital structure. This will also provide additional fundraising channels for WHAID to access capital more independently in the future. This fundraising will strengthen the long-term growth of WHA 's industrial estate and land development business, both through organic growth and readiness for inorganic growth opportunities through future acquisitions and other assets.

For its initial public offering (IPO), WHAID and its major shareholders participating in the offering will offer up to 970,518,600 common shares, representing no more than 22.73% of WHAID's total paid-up capital post-IPO. The offering will comprise two components: 1) Newly issued common shares of WHAID, representing up to 9.09% of its total paid-up capital post-IPO. 2) Existing common shares of WHAID, representing up to 13.64% of its total paid-up capital post-IPO. Following the IPO, WHAID will remain a subsidiary of WHA Corporation, with WHA maintaining a direct and indirect shareholding of no less than 75.95% of WHAID's total paid-up capital post-IPO.

WHAID, together with its financial advisors, is preparing the filing and draft prospectus for submission to the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET) for further consideration.

Additionally, WHA plans to restructure its shareholding in WHAUP with the goal of enhancing WHAUP's strategic capabilities for business expansion, as utilities and power businesses require high capital investment. This restructuring will result in both the Company and WHAID becoming direct shareholders of WHAUP, increasing flexibility for WHAUP when additional funding is needed for future business expansion.

The spin-off of WHAID and the restructuring of WHAUP's shareholding are key components of WHA's strategy to drive sustainable growth across all core businesses. With a solid financial structure, each business will leverage proceeds from WHAID's share sale to support growth initiatives and generate long-term value for shareholders. WHA has set five-year investment targets and budgets (2025-2029) for each business as follows:

1. Logistics: WHA targets 3,309,000 sq.m. of managed assets by 2025, with 200,000 sq.m. of new rental projects. WHA plans a five-year investment of THB 19 billion to expand logistics operations in Thailand and Vietnam.
2. Mobility (operating under the "Mobilix" brand): WHA aims to have 1,700 rental vehicles by 2025 and 20,000 by 2029, with a five-year investment plan of THB 30 billion. Mobilix includes EV rental services, EV charging solutions, and mobility software solutions, catering to both B2B and B2C markets.
3. Industrial Estates: WHA targets land sales of 2,350 rai by 2025 and plans to invest THB 37 billion over five years. The company will focus on maintaining its market leadership in Thailand while accelerating expansion in Vietnam, attracting investors from key sectors such as automotive, consumer goods, electronics, data centers, smart electronics, and cloud services.
4. Utilities and Power: WHA aims to achieve water sales of 173 million cubic meters in 2025, expanding industrial water and wastewater treatment operations in Thailand and Vietnam. The clean energy business will increase its capacity to 1,185 MW by 2025, with a five-year investment plan of THB 29 billion.
5. Digital: WHA plans to launch five new applications by 2025 and invest THB 4 billion over five years in R&D for digital platforms. Digital transformation will play a central role in integrating AI and IoT to enhance operational efficiency across all business segments.

WHA is confident that this strategic restructuring marks a significant milestone in reinforcing its business foundations and driving sustainable long-term growth. The company remains committed to maximizing value for shareholders, customers, partners, and stakeholders while advancing its mission: "WHA: WE SHAPE THE FUTURE" - shaping a secure and sustainable future for people, society, and Thailand.