Thai Reinsurance Public Company LimitedTHRE is being restructured into a holding company via a 1:1 share exchange tender offer and will be delisted from the SET.

Nawarat Wongthitirat, Chief Executive Officer of BlueVenture Group Public Company Limited, or BVG, disclosed that the plan to restructure the shareholding and management of Thai Reinsurance Public Company Limited, or THRE, into a holding company structure will not affect the business policy direction or management structure of BVG. BVG is a subsidiary in which THRE holds a total of 292,499,980 shares, or 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, which may result in the holding company holding more than 50% of the total voting rights in THRE and falling under the duty to make a tender offer for all securities of BVG under the Chain Principle. The holding company has therefore already filed a request with the Securities and Exchange Commission for an exemption from the duty to make a tender offer for all securities of BVG, effective from 18 February 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 BVG shares it holds, or 65%, to the holding company, divided into 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. Nawarat added that BVG will continue to drive growth in line with its business plan, focusing on developing new features and expanding into overseas markets under four core strategies: strengthening leadership in the core platform through Core Platform Deepening, expanding into regional markets through Regional Platform Expansion, growing revenue from data assets while applying AI technology through Intelligent Innovation, and upgrading health claims management through an integrated digital solution, Healthcare Value Manager, to deliver strong returns to shareholders on a continuous basis.
Thai Reinsurance Public Company LimitedTHRE is being restructured into a holding company via a 1:1 share exchange tender offer and will be delisted from the SET.
Thai Re Group Holdings is being established to tender for all THRE shares and list on the SET in THRE's place.
THRE's restructuring into a holding company will not affect BVG's business policy direction or management structure, though its 65% stake will be transferred to the new holding company.