Thai Rung Union Car Public : Resolutions of the Board of Directors Q2/2022

Our ref. TR OMD 65/021

11 August 2022

President,

The Stock Exchange of Thailand

Dear Sir,

Board Resolutions

Thai Rung Union Car Plc ('TRU') begs to inform you of the following resolutions of Board Meeting No. 3/2022 held on 11 August 2022:

1. To approve the Company's Financial Statements for the quarter ended 30 June 2022 as reviewed by the Company's auditors, the Audit and Corporate Governance Committee having examined them and considering it appropriate that they be approved.
2. To authorise the Company and/or its subsidiaries to extend the loan and extend the period to nine related party companies for a further year in the amount of Bt.101.04 million (principal Bt.98 million plus Bt.3.04 million in interest at 3.10% p.a. for one year), this being in the nature of financial assistance to related parties, details as follows:
3. 1. Date of transaction: from 1 September 2022 to 31 August 2023
   2. Parties to the transaction:

Lenders:	Thai Rung Union Car Plc ("TRU") and/or its subsidiaries:
	Thai Auto Pressparts Co. Ltd. ("TAP")
	Thai Rung Tools and Dies Co. Ltd. ("TRT")
	Thai V.P. Auto Service Co. Ltd. ("TVS")
	Thai Ultimate Car Co. Ltd. ("TUC")
	TTR Thairung Co. Ltd. ("TTR")
Borrowers:	Thai V.P. Corporation Ltd ("TVP")
	V.P. Auto Enterprise Co. Ltd. ("VPA")
	Lexus Auto City Co. Ltd. ("LAC")
	Biz Motors Co. Ltd. ("BIZ")
	Biz PK Co. Ltd. ("BPK")
	Biz Resource Co. Ltd. ("BRS")
	Thairung Partners Group Co. Ltd. ("TRP")
	Thairung Distribution Co. Ltd. ("TRD")
	Isuzu Chaicharoenkij Motors Co. Ltd. ("ICCK")

3. General characteristics and size of the transaction:

Financial assistance to related parties in the amount of Bt. 101.04 million for a maximum period of one year by means of loan agreements with durations not exceeding one year at a time, renewable and with early repayment allowed, interest to be charged in accordance with cost of funding, in either of the following two modes:

1. If the loans are funded by the Company's deposit balances: the market deposit rate paid on TRU's investment (at terms not exceeding one year) for the period concerned, plus 1% (the current interest rate being 0.62% + 1% = 1.62% p.a.)
2. If the loans are funded by TRU's borrowing from financial institutions: the market rate charged to TRU (at terms not exceeding one year) for the period concerned plus 1 % ( current interest rate being 2.10% + 1% = 3.10% p.a.)

Size of transaction = Total value of transaction x 100

NTA per consolidated b/s at 30 June 2022

• 101,040,000 x 100
  3,407,560,000
• 2.97%

4. Source of funds and adequacy of working capital

The transaction will be funded from the Company's working capital.

5. Board's opinion:

Audit and Corporate Governance Committee members and Directors who were not interested parties consider the proposed related party transaction to be appropriate and proper, since it provides TRU and/or its subsidiaries with a better return on its funds than the deposit or market rate, thus improving the efficiency of its cash management, while at the same time secured by the personal guarantees of directors of the borrowing companies, whose financial standings is solid. To be reviewed annually.

Nature and extent of related party interests:

Company	Abbreviation	Phaoenchoke	TRU	TVS	Thai Rung	Astudo
		Group holds	holds	holds	Partners	Holding
					Group	holds
					holds
Thai Rung Union Car Plc.*	TRU	64.52%	-	-	-	-
Thai Auto Pressparts Co. Ltd.**	TAP	9%	91%	-	-	-
Thai Rung Tools and Dies Co Ltd.**	TRT	6%	94%	-	-	-
Thai V.P. Auto Service Co. Ltd.**	TVS	6%	94%	-	-	-
Thai Ultimate Car Co. Ltd.**	TUC	0.47%	-	99.53%	-	-
TTR Thairung Co. Ltd.**	TTR	0.0003%	99.9997%	-	-	-
Related party companies
Thai V.P. Corporation Ltd.**	TVP	0.0001%	-	-	99.9999%	-
V.P. Auto Enterprise Co. Ltd.**	VPA	0.0006%	-	-	99.9994%
Lexus Auto City Co. Ltd.**	LAC	0.0004%	-	-	99.9996%	-
Biz Motors Co. Ltd.**	BIZ	0.0007%	-	-	99.9993%	-
Biz PK Co. Ltd.**	BPK	0.0008%	-	-	99.9992%	-
Thai Rung Partners Group Co Ltd.**	TRP	100%	-	-	-	-
Thairung Distribution Co. Ltd.**	TRD	100%	-	-	-	-
Isuzu Chaicharoenkij Motors Co. Ltd.**	ICCK	100%	-	-	-	-
Biz Resource Co. Ltd.**	BRS	0.004%	-	-	-	99.996%
Astudo Holding Co. Ltd.**	AST	100%	-	-	-	-

• Shareholding information at July 2022
• Shareholding information at April 2022

The following members of the Phaoenchoke Group together hold a majority of the shares in the above group of companies as well as being directors of the companies. As such they are interest parties and therefore took no part in the deliberations and did not vote on this item of the agenda:

1.	Dr Pranee Phaoenchoke	3.	Ms Kaewjai Phaoenchoke
2.	Mr Sompong Phaoenchoke	4.	Mr Wuttichai Phaoenchoke

Please be informed accordingly.

Yours faithfully,

Phakkawat Suwanmajo

Company Secretary