BVG Confirms THRE Restructuring into Holding Company Will Not Affect Business

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Navarat Wongthitirat, Chief Executive Officer of BlueVenture Group Public Company Limited, or BVG, has confirmed that the plan to restructure Thai Reinsurance Public Company Limited, or THRE, into a business model of holding shares in other companies, or a Holding Company, will not affect the business operation policy or management structure of BVG. BVG is a subsidiary wholly held by THRE with 292,499,980 shares, representing 65% of all issued and paid-up shares. Under the plan, a holding company named Thai Re Group Holdings Public Company Limited, or THREH, will be established to make a tender offer for all ordinary shares of THRE in exchange for ordinary shares of the holding company at a ratio of 1 to 1. This may result in the holding company holding more than 50% of all voting rights in THRE, triggering an obligation to make a tender offer for all securities of BVG under the Chain Principle. The holding company has already filed for an exemption from this obligation as of February 18, 2026. After the tender offer is completed, the holding company will apply to list its ordinary shares on the Stock Exchange of Thailand in place of THRE's securities, which will be delisted on the same day. THRE will then transfer all 292,499,980 shares of BVG, or 65%, to the holding company, in a first tranche of 157,500,000 shares, or 35%, expected to be completed within one month from the date the holding company is listed, and a second tranche of 134,999,980 shares, or 30%, expected to be completed within five years. Navarat said BVG will continue to drive growth under four main strategies: strengthening market leadership, expanding into regional markets, generating additional revenue from data assets with the adoption of AI technology, and upgrading health claims management through integrated digital solutions.

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Off-coverage companies 2

Thai Re Group Holdingsi
Private± MixedCapitalrelevance

Thai Re Group Holdings is being established to tender for all THRE shares and list on the SET in place of THRE.

Blue Venture Groupi
Private± MixedCapitalrelevance

BVG's 65% stake will be transferred to the new holding company, and management says the restructuring will not affect BVG's operations or strategy.