Practical Solution Public : Decrease and increase registered share capital, Issuance of Warrants and Convening of the Extraordinary General Meeting No.2/2022 (Edited PDF)

TPS.SET2022/0801

10 August 2022

Subject: Decrease and increase registered share capital, Issuance of Warrants and Convening of the Extraordinary General Meeting No.2/2022 (Edited )

To: President

The Stock Exchange of Thailand

Enclosure: 1. Preliminary Details of Warrants to Purchase Ordinary Shares of The Practical Solution Public Company Limited No. 1 to be allotted to the Existing Shareholders of the Company (TPS-W1)

2. Information Memorandum Regarding the Issued and Offered of Newly

Issued Ordinary Shares to Reserve for the Warrant

3. The capital increase report form (F53-4)

Whereas the Board of Directors of The Practical Solution Public Company Limited (the "Company") convened Board of Directors Meeting No. 4/2022 at 13.30 - 15.30 hours on 10 August 2022, the Company would like to report the resolutions adopted at the said meeting as follows:

1. Agreed to propose to the Extraordinary General Meeting of Shareholders No.2/2022 to

consider and approve the decrease of the Company's registered capital in the amount of THB 64 from THB 168,000,000 to the registered capital THB 167,999,936 by eliminating the registered ordinary shares that the company has not yet sale amount of 128 shares, par value of 0. 50 Baht per share and to approve the amendment of the

Company's Memorandum of Association, Clause 4 regarding the registered capital to be in line with the decrease capital as follows:

In this regard, the person delegated by the Board of Directors who has the duty to register the amendment of the Memorandum of Association of the Company at the Department of the Business Development, Ministry of Commerce, shall be authorized to amend the terms in the Memorandum of Association of the Company in accordance with the registrar's order

1. Agreed to propose to the Extraordinary General Meeting of Shareholders No. 2/2022 to consider and approve the issuance of warrants to purchase the Company's ordinary shares No. 1 ( " TPS- W1" ) for the amount not exceeding 83,999,968 units that will be
   allocated to the existing shareholders of the Company at a ratio of 4 existing shares for 1 unit of the warrants. The warrants will have a term up to 2 years from the
   issuance date and 1 unit of the warrants has the right to purchase 1 ordinary shares of the Company at Baht 1.20 per share, except in case of right adjustment as stipulated in the right adjustment conditions of the warrants. ( Preliminary Details of Warrants appears in Enclosure 1 and 2)
   The Board of Directors also approved to propose to the shareholders' meeting to consider and authorize the Board of Directors and/ or the Chief Executive Officer and/ or the person designated by the Board of Directors and/ or the Chief Executive Officer, to be empowered to consider, amend, and/ or add conditions related to the issuance and allocation of Warrants No.1 to the existing shareholders, such as details of allotment, the issuance and allotment date of Warrant No.1, Terms and Conditions of warrant, the last exercise date, and etc., as well as to said warrant including but not limited.
   The record date for determining the rights of shareholders to receive TPS - W1 (Record Date) is on 10 October 2022. However, the determination of such right
   remains uncertain subject to an approval of the Extraordinary General Meeting of shareholders No.2/2022.
2. Agreed to propose to the Extraordinary General Meeting of Shareholders No.2/2022
   to consider and approve the increase of the registered capital in the amount of not exceeding THB 41,999,984 from the existing registered capital of THB 167,999,936, which can be divided into 335,999,872 ordinary shares, at the par value of THB 0.50
   per share, to THB 209,999,920 which can be divided into 419,999,840 ordinary shares, at the par value of THB 0. 50 per share, by issuing 83,999,968 newly- issued ordinary shares, at the par value of THB 0. 50 per share and the amendment of the
   Clause 4 of the Memorandum of Association to reflect the increase of the registered capital. The details of the capital increase of Company are as set out in the Capital Increase Report Form ( F53- 4) ( Enclosure3). The amended Clause 4 of the Memorandum of Association will read as follows:

In this regard, the person delegated by the Board of Directors who has the duty to register the amendment of the Memorandum of Association of the Company at the Department of the Business Development, Ministry of Commerce, shall be authorized to amend the terms in the Memorandum of Association of the Company in accordance with the registrar's order

4. Agreed to propose to the Extraordinary General Meeting of Shareholders No.2/2022 to

consider and approve the allotment of up to 83,999,968 shares with a par value of Baht 0. 50 per share to accommodate the exercise of right to purchase the Company' s

ordinary shares No. 1 ( TPS- W1) . Allocate to existing shareholders of the Company

according to their shareholding ( Details are as stipulated in the Capital Increase Form (F53-4)(Enclosure 3)

5 . Approved the date of Extraordinary General Meeting of Shareholders No. 2/2022 by Teleconference using Electronic Devices (E-EGM) only on 30 September 2022 at 14.00

hours at The Practical Solution Public Company Limited, No. 9 9 Soi Cement Thai, Ratchadaphisek Road, Lad Yao, Chatuchak, Bangkok 10900 In this regard, the Company has fixed the Record Date on which shareholders have the right to attend the Extraordinary General Meeting of Shareholders No. 2 / 2022 on 9 September 2022 (Record Date) (The XM, or the date on which a purchaser will not be entitled to attend in the shareholders' meeting, will be on 8 September 2022). The agenda items of the

Extraordinary General Meeting of Shareholders No.2/2022 are as follows:

Agenda 1 To certify the Minutes of the Extraordinary General Meeting of Shareholders No.1/2022 held on 20 May 2022.

Agenda 2 To consider and approve the decrease of the Company's registered capital and the amendment to Clause 4 of the Company' s Memorandum of

association to be in line with the decrease of the Company' s registered capital.

Agenda 3 To consider and approve the issuance of warrants to purchase the ordinary shares of Practical Solution Public Company Limited (TPS-W1).

Agenda 4 To consider and approve the increase of the Company's registered capital and the amendment to Clause 4 of the Company' s Memorandum of association to be in line with the decrease of the Company' s registered

capital

Agenda 5 To consider and approve the allocation of newly issued ordinary shares up to 83,999,968 shares, at the par value of 0. 50 Baht per share, for the

issuance of warrants to purchase ordinary shares of the Company No. 1 (TPS-W1)

Agenda 7 To consider other business (if any).

By authorizing the Managing Director or the person authorized by the Chief Executive Officer to take any action relating to the Extraordinary General Meeting of Shareholders No. 2/2022, including issuing notice of the Extraordinary General Meeting of Shareholders No.2/2022, amending the date, time, place, and other details of the Extraordinary General Meeting of Shareholders No. 2/2022 as deemed necessary or appropriate and subject to the conditions according to Law.

The Company provides this information for your acknowledgment and dissemination to the public and other investors.

Sincerely yours,

The Practical Solution Public Company Limited

Bunsom Kitkasetsathaporn

(Mr. Bunsom Kitkasetsathaporn)

Chief Executive Officer

Attachment 1

Preliminary Details of Warrants to Purchase Ordinary Shares of The Practical Solution Public Company Limited No.1 to be Allotted to the Existing Shareholders of the Company (TPS-W1)