C I Public : Set EGM No.2/2022, Capital Increase, The issuance of debentures, The issuance of convertible securities, Asset Acquisition

- English Translation -

NO. CIG 011/2022

C.I. Group Public Company Limited (the "Company") would like to inform the resolutions of the Board of Directors Meeting no. 4/2022 which was held on 6 August 2022 at 10:00 hours at the master meeting room of C.I. Group Public Company Limited, no. 1/1, Moo 7, Bangkoowad Road, Bangkoowad Sub-district, Muang Pathumthani District, Pathumthani Province, 12000, whereby the meeting resolved to approve important matters as follows:

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1. It was resolved to adopt the minutes of Board of Directors Meeting No. 3/2022 which will be held on 8 July 2022.
2. It was resolved to propose to the Extraordinary General Meeting of Shareholders No. 2/2022 to consider and approve the appointment of the following persons to be new directors of the Company:

As a result of the Board of Directors' resolution to approve the appointment of the aforementioned new directors, the Company currently has 12 directors, as follows:

3. It was resolved to approve the Company to establish a subsidiary (the "Subsidiary") which is held by the

Company not less than 99.99% of the registered capital with the name "CIG Utility and Infrastructure Company Limited" or another name agreed upon by the Executive Committee in order to invest in projects and/or utilities businesses and infrastructure businesses and resolved to authorise the Executive

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Committee to be entitled to consider and specify details of entering into the transaction of the aforementioned Subsidiary to invest in ordinary shares of the acquisition of ordinary shares of Impact Green Utilities Holding Company Limited from Mr Surachet Chaipatamanont and/or related entities where Mr Surachet Chaipatamanont is the controlling person or ultimate shareholder ("the current group of shareholders").

1. As a result of the approval to establish the Subsidiary of the Company and enter into the aforesaid transaction, the Board of Directors resolved to approve the Company to execute a report and disclose information regarding the Company's transactions to the Stock Exchange of Thailand, as well as send circular letters to inform shareholders within 21 days from the date of notification to the Stock Exchange of Thailand. Details appear in the information memorandum on the acquisition of assets, enclosure 1.
2. It was resolved to propose to the Extraordinary General Meeting of Shareholders No. 2/2022 to consider and approve the issuance and offering of newly issued ordinary shares to the existing shareholders in proportion to their respective shareholdings (Right Offering), in accordance with the following details:
   5.1 Issuance and offering of newly issued ordinary shares in the amount not exceeding 1,729,577,364 shares with a par value of THB 0.50 per share to existing shareholders of the Company in proportion to their respective shareholdings (Right Offering) at an offering ratio of 1 existing share to 2 new ordinary shares, a fraction of shares shall be disregarded at the offering price of THB 0.50 per share, which is equal to the par value.

The Company will use the money received from the issuance and offering of ordinary shares to reserve funds for debt repayment with financial institutions and as working capital for its operations, as well as business expansion of the Company and its subsidiaries that including but not limited to the following business: (1) Utilities and Infrastructure; (2) Cold Chain Logistic and Supply Chain Management; and (3) Engineering Procurement and Construction with Financing; and (4) other businesses related to construction and financial support within the context of the integrated ecosystem building strategy. Details appear in the Information memorandum

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regarding the offering of newly issued ordinary shares to the existing shareholders in proportion to their respective shareholdings, enclosure 2.

The existing shareholders are entitled to subscribe for newly issued ordinary shares in excess of their shares allocation in proportion to their respective shareholdings (oversubscription). However, the existing shareholders who oversubscribe shall be allocated the oversubscribed shares only when there are remaining unallocated shares after the first allocation to all existing shareholders who subscribed for shares in proportion to their respective shareholdings.

In the event that there are remaining unallocated shares after the first round allocation, the Company shall allocate such remaining shares proportionate to shareholding percentage to each oversubscribing shareholder at the same offering price as the share allotment proportionate to their shareholding, detailed as follows:

1. In the event that the remaining shares from the offering to existingshareholders of the Company in proportion to their respective shareholdings (Right Offering) after the first round allocation are equal to or more than the total number of oversubscribed shares, the Company shall allocate all oversubscribed shares to shareholders who express their intent to oversubscribe and make a subscription payment for such shares.
2. In case the remaining shares from the offering to existingshareholders of the Company in proportion to their respective shareholdings (Right Offering) after the first round allocation are less than the total number of oversubscribed shares, the Company shall allocate oversubscribed shares as follows:
3. 1. The Company shall allocate remaining oversubscribed shares proportionate to the shareholding percentage of each oversubscribing shareholder, calculated by multiplying the existing shareholding percentage of each oversubscribing shareholder by the number of remaining unallocated shares will result in the number of shares to be allocated to each oversubscribing shareholders (in case there is a fraction of share as a result from the calculation, such fraction of share shall be disregarded). In any case, the number of oversubscribed shares to be allotted to

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each oversubscribing shareholder shall not exceed the number of shares that such oversubscribing shareholders subscribe to and make subscription payments for.

1. In the event that there are remaining unallocated shares after the allocation in accordance with (a), the Company shall allocate such remaining shares proportionate to the shareholding percentage to each oversubscribing shareholder that has not yet received the oversubscribed shares, up to their full oversubscription amount, which is calculated by multiplying the existing shareholding percentage of each oversubscribing shareholder by the number of remaining unallocated shares (in case there is a fraction of share as a result from the calculation, such fraction of share shall be disregarded). The Company shall repeat the allotment of unallocated shares in accordance with (b) until there are no unallocated shares remaining.

In the event that unallocated new ordinary shares remain following allocation to existing shareholders of the Company in proportion to their respective shareholdings (Right Offering) and to oversubscribing shareholders in accordance with the aforementioned principles, the Company will reduce its registered capital by canceling the unallocated new ordinary shares.

1. In this regard, it was resolved to schedule the date to determine the names of shareholders who are entitled to subscribe for the newly issued ordinary shares on 23 September 2022 (Record Date), and that the subscription period will take place during 10 - 21 October 2022. Nevertheless, the granting of such rights to the Company remains uncertain, since it must await approval from the shareholders' meeting.
2. In addition, it was resolved to propose to the shareholders' meeting that the Board of Directors and/or the Executive Committee or a person authorised by the Board of Directors be granted the authority to take any actions regarding the allocation of newly issued ordinary shares. This includes, but is not limited to, the authority listed below:
3. 1. Specify terms and conditions or amend other details relating to the offering of newly issued ordinary shares including but not limited to the amount of newly issued ordinary

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