Beryl 8 Plus : Notification of the Resolutions of the Board of Directors' Meeting No. 4/2022, Acquisition of assets which are connected transactions and the increase of the Company's registered capital (Edited)

No. B8-2022-0068

1. Capital Increase Report Form
2. Information Memorandum on the Offering of Newly-Issued Ordinary Shares to a Specific Investor (Private Placement).

Beryl 8 Plus Public Company Limited (the "Company") would like to inform the material resolutions of the Board of Directors' meeting 4/2022 on 11 August 2022 to the Stock Exchange of Thailand (the "SET") as follows;

1. To approved and proposed to the Extraordinary General Meeting of Shareholders No. 2/2022 to consider and approve the Company to entering into the acquisition of Bay Computing Company Limited ("Baycoms") by receiving the transfer of 80,000 ordinary shares in Baycoms or equivalent to 100 percent of the registered capital (the "Purchase of Baycoms' Ordinary Shares") by receiving the transfer from (1) Mr. Supachai Buristrakul, Ms. Nida Tangwongsiri and Mr. Avirut Liangsiri (the "Natural Person Shareholders") or a juristic person designated by the Natural Person Shareholders (collectively referred to as the "Group of Shareholders") in the amount of 11,200 shares in accordance with the Share Purchase Agreement (the "Purchase of Shares from Group of Shareholders") and (2) from Keymaker Venture Capital Company Limited ("Holding") in the amount of 68,800 shares under a mechanism called Entire Business Transfer or EBT, that is, the Company will purchase and accept the transfer of the entire business from Holding, which includes all assets, liabilities, rights, duties and responsibilities of Holding existing currently and in the future on the business transfer date. In this regard, Holding has no liability and has only Baycoms' ordinary shares as at the business transfer date. Therefore, on the business transfer date, the Company will accept the transfer of 68,800 ordinary shares in Baycoms, valued in total at 1,239,999,992 Baht from Holding (the "Acceptance of the Entire Business Transfer"). (Details of the entering into the Purchase of Baycoms' Ordinary Shares are in Enclosure 1.)

In payment of the consideration for the Purchase of Shares from the Group of Shareholders, the Company will make the payment for 11,200 ordinary shares of Baycoms, at the price of 17 ,857.14 Baht per share, to the Group of Shareholders in cash in the amount of 200,000,000 Baht and in payment of the consideration for the Acceptance of the Entire Business Transfer, the Company will make the payment for the entire business transfer in 26,050,420 newly issued ordinary shares of the Company, with a par value of 0.50 Baht per share, equivalent to 10.83 percent of the paid-up capital of the Company after the capital increase for this transaction and the capital increase as a payment for shares of Extend IT Resource Company Limited, at the price of 1,239,999,992 Baht per newly issued ordinary share, valued in total of 1,439,999,992 Baht to Holding.

The Purchase of Baycoms' Ordinary Shares above is considered the purchase or acceptance of the transfer of business of a private company by the company under section 107(2) of the Public Limited Company Act, B.E. 2535 (1992) (including the amendments thereof). In this regard, the Company is required to obtain approval from its shareholders' meeting with votes of not less than three-quarters of the total votes of shareholders attending the meeting and eligible to vote,

In addition, the Purchase of Baycoms' Ordinary Shares is deemed an asset acquisition transaction in accordance with the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 (2008) Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposition of Assets (including the amendments thereof) and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposition of Assets, B.E. 2547 (2004) (including the amendments thereof) (the "Notifications on Asset Acquisition or Disposition") with a transaction value equivalent to 172.23 percent according to the total value of consideration criterion which is the criterion used for the calculation and results in the highest transaction value based on the Company's consolidated financial statements ended 30 June 2022 reviewed by the certified public accountant.

In addition to the Purchase of Baycoms' Ordinary Shares this time, the Company entered into acquisition of asset transactions during six months prior to the date on which the entering into the Purchase of Baycoms' Ordinary Shares has been agreed upon, excluding the transaction of the investment in ordinary shares of Extend IT Resource Company Limited, which has already been approved by the Extraordinary General Meeting of Shareholders No. 1/2022 on 7 July 2022 and therefore is exempted from being combined for the purpose of transaction size calculation in accordance with the Notifications on Asset Acquisition or Disposition, as follows:

1. The purchase of newly issued ordinary shares in Vanilla & Friends Company Limited ("Vanilla"), equivalent to 41-51 percent of the total number of issued and sold shares of Vanilla after Vanilla's increase of registered capital, with the total value of the purchase of not exceeding 15,000,000 Baht, having the transaction value of 1.92 percent based on the total value of calculation.
2. The purchase of 533,334 ordinary shares in Techsauce Media Company Limited ("Techsauce"), equivalent to 20 percent of the registered capital of Techsauce, with the total value of the purchase of not exceeding 22,000,000 Baht, having the transaction value of 2.82 percent based on the total value of consideration.

Accordingly, the total transaction value is 176.97 percent based on the total value of consideration, and the Company, therefore, has a duty to comply with the Notifications on Asset Acquisition or Disposition, which includes the following duties:

1. To disclose information in relation to the transaction to the SET according to Schedule (1) annexed to the Notifications on Asset Acquisition or Disposition;
2. To appoint an independent financial advisor to perform related duties, including giving opinions as required by the Notifications on Asset Acquisition or Disposition, and to submit a report on opinions of the independent financial advisor to its shareholders for consideration, together with a letter of invitation to the shareholders' meeting;
3. To hold the shareholders' meeting to obtain approval on the entering into the transaction with votes of not less than three-quarters of the total votes of shareholders attending the meeting and eligible to vote, excluding the votes of interested shareholders.

Nevertheless, even though the Purchase of Baycoms' Ordinary Shares has the highest transaction value at 172.23 percent calculated based on the total value of consideration, categorised as Class 4 Transaction or so called a backdoor listing with the SET, the Purchase of Baycoms' Ordinary Shares falls into the criteria for exemption of a new listing application under Clause 24 of the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposition of Assets, B.E. 2547 (2004) (including the amendments thereof),

Additionally, the Purchase of Baycoms' Ordinary Shares is deemed a connected transaction as it is the entering into the transaction with Mr. Supachai Buristrakul or a company designated by the Natural Person Shareholders and Holding which are the juristic person whose major shareholder is to be appointed as the director of the Company have which is considered as a connected person according to the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 (2008) Re: Rules on Connected Transactions (including the amendments thereof) and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions B.E. 2546 (2003) (including the amendments thereto) ("Notifications on Connected Transactions"). The size of the transaction will approximately equal to 1,239,999,992 Baht or 203.85 percent of the net tangible assets (NTA) calculated from the Company's consolidated financial statements ended 30 June 2022 reviewed by a certified public accountant. Therefore it is a transaction with a value of more than or equivalent to Baht 20 million or more than or equivalent to 3 percent of the NTA of the Company, whichever is higher.

The Company has not entered into any other connected transactions with Mr. Supachai Buristrakul or a company designated by the Natural Person Shareholders and Holding or any other related persons in the six months prior to the date of entering into the Purchase of Baycoms' Ordinary Shares.

Accordingly, the Company is required to comply with the Notifications on Connected Transactions which includes the following:

1. Provide an Information Memorandum regarding the transaction to SET.
2. Appoint an independent financial advisor to be responsible for relevant duties including to provide an opinion as specified in the Notifications on Connected Transactions and deliver a report on such opinion to the shareholders to consider along with an invitation letter to attend the shareholders' meeting.
3. Convene a shareholders' meeting in order to obtain the approval to enter into such transaction with a vote of no less than three - fourths of the total votes of shareholders who attend and are entitled to vote, excluding the votes of interested shareholders.

2. Approved and proposed to the Extraordinary General Meeting of Shareholders No. 2/2022 to consider and approve the increase of the Company's registered capital by 13,025,210 Baht from 107,297,187 Baht to 120,322,397 Baht by issuing newly issued ordinary shares of 26,050,420 shares with a par value 0.50 Baht to pay the consideration for Acceptance of the Entire Business Transfer which is 68,800 ordinary shares in Baycoms, at the price of 18,023.26 Baht per share,

value in total at 1,239,999,992 Baht under the entire business transfer mechanism. The prices per share for the portion that is paid by cash and for the portion that is paid by newly issued shares are different due to the rounding of the portion from 13.9:86.1 to 14.0:86.0.

In addition, the Board of Directors also approved and proposed to the Extraordinary General Meeting of Shareholders. No. 2/2022 to consider and approve the amendments of the Memorandum of Association of the Company No. 4 to comply with the increase of the registered capital of the Company above whereby the persons authorized by the Board of Directors to register the amendment to the Memorandum of Association of the Company with the Department of Business Development, the Ministry of Commerce, shall be authorized to amend and include wordings as per orders of the registrar.

Please consider the details according to the capital increase report form (F53-4) (Enclosure 2).

3. Approved and proposed to the Extraordinary General Meeting of Shareholders No. 2/2022 to consider and approve the allocation of 26,050,420 newly issued ordinary shares of the Company with a par value at Baht 0.50 per share to Holding at the offering price of Baht 47.60 per share for the total value of Baht 1,239,999,992 as a payment of the consideration for the Acceptance of the Entire Business Transfer, where such offering price is considered the offering of the newly issued ordinary shares at the price with a discount not exceeding 10 percent of the market priceaccording to the Notification of the Capital Market Supervisory Board No. TorChor. 72/2558 (2015) Re: Approval for Listed Companies to Offer Newly Issued Shares through Private Placement (including the amendments thereof) (the "Notification No. TorChor. 72/2558").

In the offering of newly issued ordinary shares to Holding above is the issuance of newly issued ordinary shares of the Company to pay the consideration for the Acceptance of the Entire Business Transfer. In this regard, under the EBT, although the person that the Company will issue 26,050,420 newly issued ordinary shares of the Company with a par value of 0.50 Baht is Holding, under an EBT arrangement, Holding shall proceed with registration of its dissolution within the same fiscal year of the EBT. After such dissolution registration and during the liquidation of Holding, all existing assets at such time of Holding shall be transferred back to the shareholders of Holding and/or those whose names are listed as the shareholders of Holding as of the date of the liquidation completion in proportion to their shareholding percentages. Therefore, during the liquidation of Holding, the Company's newly issued ordinary shares issued and allocated to Holding as payment for the Acceptance of the Entire Business Transfer shall be transferred back