TV Direct Public : Company & subsidiary Restructure, investment in digital asset, acquisition of investment & connected transaction, set up new subsidiary, increase director, Company's name change, capital increase (General Mandate), EGM (Revised No.3)

No. 0107554000101

TV Direct Public Company Limited ("the Company") would like to notify that the meeting of the Board of Directors No. 7/2022, held on 30 May 2022, had the resolutions on important issues as follows:

1. Approved the Company to restructure to become a holding company.

Due to the restructuring, the Company has to transfer the business and adjust the investment structure in several subsidiaries. Therefore, the Board of Directors has resolved in principle to approve the Company to conduct a feasibility study and assign the Company's financial advisor to implement the business valuation of the restructured Company as follows:

1. Study the transfer of the Company's business, sale of goods, to a new subcompany, named TV Direct Company Limited (after the Company has changed its name to TVD Holdings Public Company Limited)
2. Study the investment in shares of TVD Broker Company Limited and Food Ordery Company Limited held by ABPO Company Limited.
3. Investment in a new subsidiary company establishing from the separation of departments within ABPO Company Limited with the aim to establish a new subsidiary company and provide goods and parcel delivery service.

The Board of Directors has assigned the Chief Executive Officer to have the authority to conduct various impact studies, hire a financial advisor and summarize the results of the studies, which will further be presented to the Board of Directors to consider and approve. The Company will further update the progress of this approval to SET.

2. Approved the Company's subsidiary, TVD M Company Limited, to invest in digital assets as follows:

1. Approved TVD M Company Limited to invest in bitcoin mining by purchasing 25 bitcoin mining machines, and preparing the electrical system including other devices and systems related. The total investment value is not exceeding 25,000,000 baht, which is the fund from working capital of the Company. The Company will gradually order bitcoin mining machines and expects to be able to gradually buy the full amount of 25 machines within the quarter 3 of 2022, with the condition to pay in full according to the number of machines having been delivered and received. The investment is considered an acquisition of assets with its highest size of 1.86 percent based on the total value of consideration. Such transaction size is in reference to the Company's financial statements for the three-month period, ended 31 March 2022.
2. Approved TVD M Company Limited to invest in cryptocurrency business being as co-investor of Node Validator*. The investment is expected to start within June 2022 with the amount of not more than 15,000,000 baht. In this regard, TVD M Company Limited will receive KUB coins and fees for performing transaction. The transaction is considered an acquisition of assets and has the highest size of 1.12 percent based on the total value of consideration. Such transaction size of acquisition and disposition of assets is in reference to the Company's financial statements for the three-month period, ended as at 31 March 2022.

*Additional explanation: Node Validator is responsible for checking and verifying copy of transaction records from electronic accounts while the "Co-investor" in the project of Node Validator is investment in construction of Chain Infrastructure in order for Node Validator of Bitkub to check and verify the transaction.

2.3 Approved TVD M Company Limited to invest in cryptocurrency business in order to stake the digital coins as a guarantee for being a Proof of Stake. Such node validator is responsible for creating or recording transactions on Block Chain and will gain the remuneration from the value of digital assets as well as fees for such responsibility. The

investment is expected to start in quarter 3 of 2022 with the amount of not exceeding 15,000,000 baht. The transaction is considered an acquisition of assets and has the highest size of 1.12 percent based on the total value of consideration. Such transaction size of acquisition and disposition of assets is in reference to the Company's financial statements for the three- month period, ended as at 31 March 2022.

Details are in Enclose 1

3. Approved the Company to purchase 624,008 ordinary shares, which is equivalent to 22.69 percent of all ordinary shares issued and sold by all 14 minority shareholders of ABPO Company Limited. The shares, with a par value of 100 baht per share, were sold at a book value of 70.82 baht per share, totalling 44,192,355 baht. The acquisition is aimed at increasing the investment proportion in ABPO Company Limited, a subsidiary of the Company, from 77.31 percent to 100 percent of all ordinary shares issued and sold by ABPO Company Limited. The transaction is an acquisition of assets with its highest size of 10.07 percent based on the total value of net tangible assets. Such transaction size of acquisition and disposition of assets is in reference to the Company's financial statements for the three-month period, ended 31 March 2022, and the financial statements of ABPO Company Limited for the fiscal year ended as at 31 December 2021.

In addition, the purchase of ordinary shares mentioned above is a transaction made with directors and executives of the Company, who are deemed to be a connected person under the Notification of the Capital Market Supervisory Board No. Tor.Jor. 21/2008. The size of each transaction is not more than 3 percent of the Net Tangible Asset value with the investment amount more than 1 million baht, but not exceeding 20 million baht. Details are in the Enclose 2.

4. Approved to establish another subsidiary of the Company to operate direct marketing in 3 main channels, namely e-commerce, TV shopping and call center, with a total registered capital of 1,000,000 baht. The transaction of this establishment is considered an acquisition of assets and has the highest size of 0.075 percent based on the total value of consideration. Such transaction size of acquisition and disposition of assets is in reference to the Company's financial statements for the three-month period, ended as at 31 March 2022.

In this regard, during the period of 6 months prior to the date of the resolution of the Board of Directors approving such transaction, the Company has not entered into any acquisition of assets transaction. Thus, when combing the sizes of all acquisition of assets mention above, including the investment in bitcoin mining and digital assets, the acquisition of investment funds in ABPO Company Limited and the establishment of the new subsidiary, the Company's acquisition of assets has the highest total transaction size of 14.25 percent. Such transaction size has a value of not more than 15 percent according to the audited consolidated financial statements ended as at 31 March 2022.

5. Approved to propose to the Extraordinary General Meeting of Shareholders No. 1/2022 to consider and approve the appointment of Mr. Itti Thongtang, Mr. Vorasit Leelaaburanapong and Mr. Akkakit Maiket to be the director of the Company.

6. Approved to propose to the Extraordinary General Meeting of Shareholders to consider and approve the change in the Company's name and seal as follows:

6.1 Name Change

6.2 Approved to amend the Clause 1 of the Memorandum of association and the

Company's regulation in accordance with the change in the Company's name and seal as follows:

1. Amend the clause 1. of the Memorandum of association (the Company's name)
   Clause 1. Thai name: "บริษัท ทีวีดีโฮลดิงส์้ จำกัด (มหำชน)"

English name: "TVD Holdings Public Company Limited"

(2) Amend the clause 1, clause 2, and clause 62 of the Company's regulation.

7. Approved to propose to the Extraordinary General Meeting of Shareholders No.1/2022 to consider and approve the decrease in the Company registered capital of 39,615,846.50 baht (79,231,693 ordinary shares with a par value of 0.50 baht per share). The decrease is from the original registered capital of 1,007,341,784 baht (2,014,683,568 ordinary shares with a par value of 0.50 baht per share) to the new registered capital of 967,725,937.50 baht (1,935,451,875 ordinary shares with a par value of 0.50 baht per share) with the elimination of unsold shares and the shares that are not intended to support the conversion of

any securities. Also, the meeting approved the amendment of Clause 4 of the Memorandum of association to be in accordance with the capital reduction as follows:

8. Approved to propose to the Extraordinary General Meeting of Shareholders No. 1/2022 to consider and approve the increase in the Company registered capital under a general mandate. Details are in Enclose 3. The capital increase of 256,730,000.50 baht (513,460,001 ordinary shares with a par value of 0.50 baht per share) (not exceeding 30 percent of the Company's paid-up capital as of May 30, 2022), from the original registered capital of 967,725,937.50 baht (1,935,451,875 ordinary shares with a par value of 0.50 baht per share) to the new registered capital of 1,224,455,938 baht (2,448,911,876 ordinary shares with a par value of 0.50 baht per share). Also, the meeting approved the amendment of Clause 4 of the Memorandum of association to be in accordance with the capital increase as follows:

In this regard, the Board of Directors and/or the Executive Committee and/or the person assigned by the Board of Directors and/or the Executive Committee shall have the authority to register the capital increase with the Department of Business Development, Ministry of Commerce, and to amend and add words to comply with the registrar's order as well as the power to take any action as necessary and appropriate to make the registration process successfully accomplished.