CMO Public : Allotment of Additional Shares Under a General Mandate (Edited3)

No. 0152-2022

May 31, 2022

Subject: Notification of the resolutions of the Board of Directors' Meeting No. 8/2022 regarding the Issuance and Allocation of Newly Issued Ordinary Shares under the General Mandate Scheme by way of Private Placement (Edited 3)

To: The President, the Stock Exchange of Thailand

Enclosure: Report on the Issuance and Allocation of Newly Issued Shares under the General Mandate Scheme (F53-4-1)

The 2022 Annual General Meeting of Shareholders of CMO Public Company Limited (the "Company") which was held on April 28, 2022 (the "AGM") resolved to approve the capital increase and allocation of newly issued ordinary shares of the Company under the General Mandate scheme in the amount not exceeding 25,500,000 shares at par value of Baht 1 per share, representing not exceeding 10 per cent of the Company's paid-up capital by way of private placement, including the authorization of the Board of Directors to consider the offering for sale and allocation of the newly issued ordinary shares whether in whole or in part and whether in a single offering or multiple offerings, determining the objectives, offering period, offering price, investors to whom the shares will be offered, subscription and settlement method as well as other terms and conditions in relation to the allocation of such newly issued ordinary shares, including negotiating, agreeing, entering into, signing and amending any agreements or documents necessary and relevant to the allocation of the newly issued ordinary shares, and authorizing any person(s) the Board of Directors deems appropriate to negotiate, agree, enter into, sign and amend such agreements or documents.

The Company would like to notify important resolutions of its Board of Directors' Meeting No. 8/2022 held on May 31, 2022 as follows:

1. Resolved to approve the allocation of newly issued ordinary shares under the General Mandate scheme in the amount of 25,500,000 shares at par value of Baht 1 per share, by way of private placement as authorized by the AGM, with details of the transaction as set out below.

1.1. List of specific investor and number of newly issued shares to be allocated

The Company will allocate and offer the newly issued ordinary shares in the amount of 25,500,000 shares at par value of Baht 1 per share, at the offering price of Baht 6.00 per share to specific investor, namely Private Fund by Krungthai XSpring Securities ("Private Fund KTX") as a Joint between Krung Thai Bank Public Company Limited (KTB) and Xspring Capital PCL. The capital increase will provide the company with liquidity and working capital increase in order to expand the business potential as well as help the company financially stronger. This will result in benefit to the Company and its shareholders in the long term.

The Board of Directors has concluded that the Private Fund KTX has sufficient fund for the subscription of the newly issued ordinary shares offered by way of private placement and has stable financial position, and is not a connected person of the Company under the Notification of the Capital Market Supervisory Board No. TorJor. 21/2551 entitled Rules on Connected Transactions (as amended) and the Notification of the Board of Governors of the SET entitled Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions B.E. 2546 (A.D. 2003) (as amended). The offering and allocation of the newly issued ordinary shares will result in the Private Fund KTX holding 9.08 per cent of

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the Company's paid-up capital (calculate after the registration of the Company's paid-up capital with Ministry of Commerce), which shall not make the Private Fund KTX becomes a major shareholder or a controlling person of the Company.

1.2. Offering price of newly issued ordinary shares to specific investor

The offering price for specific investor shall be Baht 6.00 per share, with 8.77 per cent discount of the market price, calculated based on the weighted average price of the Company's shares traded on the SET during the period of 15 consecutive business days prior to the date of determination of the offering price by the Board of Directors, namely the period from May 9-30, 2022, which was equivalent to Baht 6.566 per share (information from SETSMART at www.setsmart.com). In light this, the offering price is not lower than 90 per cent of the market price pursuant to the Notification of the Capital Market Supervisory Board No. TorJor. 72/2558 entitled Approval for Listed Companies to Offer Newly Issued Ordinary Shares by way of Private Placement (as amended) (the "Notification No. TorJor. 72/2558").

1.3. Period for subscription and payment for newly issued ordinary shares

The period for subscription and payment for newly issued ordinary shares shall be June 2, 2022, whereby the date of determination of the offering price is not exceeding 3 business days prior to the first day of subscription period.

In this regard, the specific investor shall subscribe for 25,500,000 newly issued ordinary shares of the Company and shall pay for the newly issued ordinary shares at the price of Baht 6.00 per share, totaling Baht 153,000,000. Following the offering of the newly issued ordinary shares under this private placement scheme, the Company shall have no remaining shares which have not been distributed.

For more information, please refer to the enclosed Report on the Issuance and Allocation of Newly Issued Shares under the General Mandate Scheme (F53-4-1).

1. Resolved to approve the entering into any agreements and/or documents relevant to the offering and allocation of such newly issued ordinary shares, including the performance of obligations under such relevant agreements and other documents.
2. Authorized Ms. Piyamart Yongsirichaisakul to sign to undertake any actions in relation to the offering and allocation of such newly issued ordinary shares under General Mandate scheme as follows:
3. 1. Signing any agreements and/or documents necessary and relevant to the allocation of the newly issued ordinary shares including amending such agreements and documents and information memorandum or related disclosures;
   2. Signing applications, waivers, notices and any documents relating to the allocation of such newly issued ordinary shares to The Securities and Exchange Commission, including effecting relevant registration with the Ministry of Commerce and listing such newly issued ordinary shares on SET as well as contacting, coordinating and filing documents with relevant government authorities or other agencies (whether in Thailand or overseas); and
   3. Undertaking any acts necessary and relevant to complete the allocation and offering of the newly issued ordinary shares.

Please be informed accordingly.

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Sincerely Yours,

(Mr.Kitisak Jumpathippong)

Chief Executive Officer

CMO Public Company Limited

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F 53-4-1

Disclosure1

Report on issuance and allocation of new shares under General Mandate scheme

CMO Public Company Limited

May 31, 2022

CMO Public Company Limited ("the Company"), hereby reports the resolutions of the Company's Board of Directors' Meeting No. 8/2022, held on May 31, 2022, regarding the allocation of newly issued ordinary shares under General Mandate scheme, with detail as follows:

1. Number of newly issued ordinary shares under General Mandate scheme before this allocation

• The 2022 Annual General Meeting of Shareholders of the Company held on 28 April 2022 resolved to approve the increase of the Company's registered capital and allocation of its newly issued ordinary shares under the General Mandate scheme by way of private placement and the authorization of the Board of Directors to consider the details of the allocation of newly issued ordinary shares under the General Mandate scheme. The details of the resolutions are summarized as follows:

The Board of Directors' Meeting No. ……, held on……………….., to approve the issuance and

allocation its newly issued ordinary share under the General Mandate No. …………., which the

remaining new shares under General Mandate to be allocated, the details of which may by summarized as follows:

Allocation to	Type of securities	Number of Shares	Remark
(Shares)
Existing Shareholders	Ordinary Shares	-	-
Preferred Shares	-	-
Public Offering	Ordinary Shares	-	-
Preferred Shares	-	-
	Ordinary Shares	Not exceeding	Please see the remark
Private Placement		25,500,000	below.
	Preferred Shares	-	-

Remark : The Company shall allocate the newly issued ordinary shares by way of private placement under General Mandate scheme in the amount not exceeding 25,500,000 shares, representing not exceeding 10 per cent of the Company's paid-up capital as of the date that the Board of Directors of the Company had approved the capital increase under the General Mandate scheme.

2. Issuance and allocation of newly issued shares under General Mandate scheme

2.1 Details of allocation

		Number	Ratio	Offering	Share
Allocation	Type of	Subscription
of Shares	price (Baht	Remark
to	securities	(Old : New)	and payment
(Shares)	per share)
			period
			4

Existing	Ordinary Shares	-	-	-	-	-
Shareholders	Preferred Shares	-	-	-	-	-
Public	Ordinary Shares	-	-	-	-	-
Offering	Preferred Shares	-	-	-	-	-
	Ordinary Shares	25,500,000	-	6.00	June 2, 2022	Please see the
Private						details in
Placement						remark below.
Preferred Shares	-	-	-	-	-

Remark :

(a) Details of the allocation of newly issued ordinary shares and the price determination

The Board of Directors' Meeting of the Company No. 8/2022, held on May 31, 2021 (the "Board of Directors' Meeting") considered and resolved to approve the allocation of newly issued ordinary shares under the General Mandate scheme by way of private placement, as per the following details;

1. Offered and allocated the newly issued ordinary shares in the amount of 25,500,000 shares at par value of Baht 1 per share to specific investor, namely Private Fund by Krungthai XSpring Securities ("Private Fund KTX") as a Joint between Krung Thai Bank Public Company Limited (KTB) and XSpring Capital PCL. The capital increase will provide the company with liquidity and working capital increase in order to expand the business potential as well as help the company financially stronger. This will result in benefit to the Company and its shareholders in the long term.

The Board of Directors has concluded that the Private Fund KTX has sufficient fund for the subscription of the newly issued ordinary shares offered by way of private placement and has stable financial position, and is not a connected person of the Company under the Notification of the Capital Market Supervisory Board No. TorJor. 21/2551 entitled Rules on Connected Transactions (as amended) and the Notification of the Board of Governors of the SET entitled Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions B.E. 2546 (A.D. 2003) (as amended).

The offering and allocation of the newly issued ordinary shares will result in the Private Fund KTX holding 9.08 per cent of the Company's paid-up capital (calculate after the registration of the Company's paid-up capital with Ministry of Commerce), which shall not make the Private Fund KTX becomes a major shareholder or a controlling person of the Company.

2. The offering price for specific investor shall be Baht 6.00 per share, with 8.77 per cent discount of the market price, calculated based on the weighted average price of the Company's shares traded on the SET during the period of 15 consecutive business days prior to the date of determination of the offering price by the Board of Directors, namely the period from May 9-30, 2022, which was equivalent to Baht 6.577 per share (information from SETSMART at www.setsmart.com). In light this, the offering price is not lower than 90 per cent of the market price pursuant to the Notification of the Capital Market Supervisory Board No. TorJor. 72/2558 entitled Approval for Listed Companies to Offer Newly Issued Ordinary Shares by way of Private Placement (as amended) (the "Notification No. TorJor. 72/2558").

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