Bangkok, 11 October 2016 ? The SEC is urging the shareholders of JMT Network Services Public Company Limited (JMT) to study information carefully with regard to the company?s proposal for a waiver of subscription right for capital shares of its subsidiary JMT Plus Co., Ltd. (JMT Plus) at the amount of 1.1 billion baht to its major shareholder Jay Mart Public Company Limited (JMART) before exercising the voting right at the extraordinary shareholders? meeting No. 1/2559 on 14 October 2016.

The subscription size accounts for 70.73 percent of the net tangible asset value of JMT and is considered a related party transaction.

JMT?s Board of Directors and the Audit Committee view that such waiver of the subscription right is appropriate as it would allow JMT to focus its existing capital on the management of non-performing loans, which is a strength area of the company whereby the fund structure is suitably maintained. In addition, JMT Plus business is still in an early stage and exposed to a default risk and the uncertainty of short-term investment returns. The waiver would also benefit JMT Plus as the company would be able to access JMART?s diverse customer bases, which could translate into a competitive edge for JMT Plus.

On the contrary, the independent financial advisor views that such waiver of subscription right is inappropriate because the fair price in the range of 10.33 - 13.22 baht per share is higher than the offer price of 10 baht per share. Besides, even though JMT would not become the major shareholder of JMT Plus, it would still have to bear responsibilty to damage in case of JMT Plus breach of contract with the foreign software developer, including payment default.

The JMT Audit Committee has acknowledgd the IFA?s opinion but still approved the Board of Directors? decision. The SEC has therefore advised that the JMT shareholders study the matter in detail, exercise the right to protect their interest, and seek clarification from the company?s management to gather complete information before making a decision.

In any case, the abovementioned proposal for a waiver of subscription right must be approved at the shareholders? meeting by at least three fourths of the total voting shares of the attending shareholders, excluding the votes of the sharesholders with a conflict of interest.