(Translation)

No. Thor Hor. 031/2022

July 18, 2022

Subject:

Notification of the Resolution of the Board of Directors' Meeting No. 6/2022, Re: the issuance and

offering of newly issued ordinary shares and warrants to purchase newly issued ordinary shares

to the directors, executives and employees of the Company and convening of the Extraordinary

General Meeting of Shareholders No. 1/2022.

To:

President

the Stock Exchange of Thailand

Enclosures:

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Details of the issuance and offering of newly issued ordinary shares (TNL-ESOP 2022)

and warrants to purchase newly issued ordinary shares (TNL-ESOP W 2022) of Thanulux

Public Company Limited, to the directors, executives and employees of the Company.

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Capital Increase Report Form (F53-4).

The Board of Directors' Meeting of Thanulux Public Company Limited (the "Company") No. 6/2022 on July 18, 2022 at 1.30 p.m. has considered and resolved on the following matters:

1. Approved to propose the Extraordinary General Meeting of Shareholders to consider and approve the issuance and offering of newly issued ordinary shares (TNL-ESOP 2022) and warrants to purchase newly issued ordinary shares (the "TNL-ESOPW 2022 Warrants") to the directors, executives and employees of the Company (collectively referred to as the "ESOP Project"). The significant objective of ESOP Project is to reward and encourage the Company's entrepreneurial involvement concept in order to attract and retain experienced and competent personnel and executives to work with the Company in the long run. Furthermore, it creates an incentive for the Company's directors, executives, and employees, both new and existing employees, to drive the improvement and development of the Company's core business in order to fully generate profits. It also provides the improvement to the Company through seeking additional investment opportunities in other businesses which will promote growth and also brings the best benefits to the Company and shareholders in the future.

The details of ESOP Project are as follows:

  • The newly issued ordinary shares (TNL-ESOP 2022) in the amount of not exceeding 5,075,000 shares at per par value of THB 1.00;

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  • The TNL-ESOP W 2022 Warrants in the amount of not exceeding 6,925,000 units free from charge, with the exercise ratio of 1 unit shall have the right to purchase 1 ordinary share of the Company, unless the right adjustment pursuant to the conditions of the adjustment of rights as a result the purchasing right of Company ordinary shares is amounting not exceeding 6,925,000 shares.
    In total, the number of newly issued ordinary shares accommodated for the ESOP Project is in the amount of not exceeding 12,000,000 shares, equivalent to 10 percent of the total issued and paid-up shares and total voting rights of the Company. The details of the issuance and offering of newly issued ordinary shares and TNL-ESOP W 2022 Warrants according to the ESOP Project are shown in Enclosure 1.

As such, delegate to the Executive Committee or the Chairman of the Executive Committee or the person authorized by the Executive Committee or the Chairman of the Executive Committee to have the following powers:

  1. To determine the list of the directors, executives and employees who shall be entitled for the allocation of newly issued ordinary shares (TNL-ESOP 2022) and/or the TNL-ESOP W 2022 Warrants including amend the number of the allocated newly issued ordinary shares (TNL-ESOP 2022) (whereby the period of allocation and subscription may be on one or several occasions), by taking into consideration on various factors, including performance, years of service, position, and work experience. The Company will complete the allocation of newly issued ordinary shares (TNL- ESOP 2022) and/or the TNL-ESOP W 2022 Warrants within 1 year from the date of approval by the
    Shareholders' Meeting of the Company;
  2. To determine and amend the terms and conditions, the newly issued ordinary shares (TNL-ESOP 2022) and/or TNL-ESOP W 2022 Warrants allocation procedure, and any other details in relation to the issuance of newly issued ordinary shares (TNL-ESOP 2022) and the TNL-ESOP W 2022 Warrants under the ESOP Project as allowed by law, such as the date, time, and method of issuance and offering newly issued ordinary shares (TNL-ESOP 2022) and the TNL-ESOP W 2022 Warrants, and the methods of the exercise of rights under the TNL-ESOP W 2022 Warrants;
  3. To negotiate and agree to sign any relevant documents and agreements;
  4. To sign an application, waiver requests, and any other documents that are necessary and relevant to the allocation of the Company's newly issued ordinary shares (TNL-ESOP 2022) and the TNL- ESOP W 2022 Warrants to the directors, executives and employees of the Company, including contacting and filing such applications or waiver requests, and documents with the relevant government authorities or agencies; and

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    1. To undertake any other actions that are necessary and relevant to the issuance and offering of newly issued ordinary shares (TNL-ESOP 2022) to the directors, executives and employees of the Company and the issuance of TNL-ESOP W 2022 Warrants.
  1. Approved to propose the Extraordinary General Meeting of Shareholders to consider and approve the increase of the registered capital of the Company in an amount of THB 12,000,000, from the existing registered capital of THB 120,000,000 to be the new registered capital of THB 132,000,000 by issuing 12,000,000 new ordinary shares with par value of THB 1.00 per share to accommodate for (1) the issuance and offering of newly issued ordinary shares (TNL-ESOP 2022), and (2) the exercise of TNL-ESOP W 2022 Warrants and approve the amendment of Clause 4 of the Company's Memorandum of Association to be consistent with the increase of the registered capital of the Company.
    As such, delegate to the Executive Committee or the Chairman of the Executive Committee or the person authorized by the Executive Committee or the Chairman of the Executive Committee to have the power to register the capital increase and the amendment of the Memorandum of Association at the Department of Business Development, Ministry of Commerce, including taking any necessary action to comply with the registrar's order(s) to complete such registration process.
  2. Approved to propose the Extraordinary General Meeting of Shareholders to consider and approve the allocation of newly issued ordinary shares of the Company (TNL-ESOP 2022) in an amount of not exceeding 12,000,000 shares with par value of THB 1.00 per share. The details of which are as follows;
  1. Allocate newly issued ordinary shares of not exceeding 5,075,000 shares with par value of THB
    1. per share to accommodate the issuance and offering of newly issued ordinary shares (TNL- ESOP 2022);
  2. Allocate newly issued ordinary shares of not exceeding 6,925,000 shares with par value of THB
    1. per share to accommodate the exercise of TNL-ESOP W 2022 Warrants.

In addition, the Board of Directors' meeting has approved to propose that the Extraordinary General Meeting of Shareholders to consider and approve delegating the Executive Committee or the Chairman of the Executive Committee or the person authorized by the Executive Committee or the Chairman of the Executive Committee to have the power to consider, determine, amend and change any conditions and details in connection with the allocation of such newly issued shares, as well as to take any action as deemed necessary and appropriate in connection with the allocation of newly issued shares, including but not limited to, providing information and filing documents with the Securities and Exchange Commission, the Stock Exchange of Thailand, Thailand Securities Depository Co., Ltd., the Ministry of Commerce and/or

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other competent authorities, including listing of newly issued ordinary shares as listed securities on the Stock Exchange of Thailand.

In this regard, the details of the capital increase of the Company are set out in Capital Increase Report Form (F53-4),Enclosure 2.

4. Approved to call of the Extraordinary General Meeting of Shareholders No.1/2022 on August 23, 2022 at 9.00 a.m., at Vimarnthip Room, 5th Floor, Montien Riverside Hotel, Bangkok, and determined the date of specifying the name of shareholders who are entitled to attend the meeting on August 1, 2022 (Record Date) with the following agendas:

Agenda 1

To consider and approve the minutes of the 48th Annual General Meeting of Shareholders,

held on April 26, 2022.

Agenda 2

To consider and approve the issuance and offering of the Company's newly issued

ordinary shares (TNL-ESOP 2022) in the amount of 5,075,000 shares and the issuance of

warrants to purchase the ordinary shares of the Company (TNL-ESOP W 2022) in the

amount of 6,925,000 units to the directors, executives, and employees of the Company.

Agenda 3

To consider and approve the increase of the Company's registered capital in the amount

of THB 12,000,000 from the existing registered capital in the amount of THB 120,000,000

to the registered capital of THB 132,000,000 by issuing 12,000,000 newly issued ordinary

shares with par value of THB 1.00 per share and approve the amendment of Clause 4 of

the Company's Memorandum of Association to be consistent with the increase of the

registered capital of the Company.

Agenda 4

To consider and approve the allocation of newly issued ordinary shares to accommodate

(1) the issuance and offering of newly issued ordinary shares (TNL-ESOP 2022) t o t h e

directors, executives, and employees of the Company, and (2) the exercise of TNL-

ESOP W 2022 Warrants allocated to the executives and employees of the Company.

Agenda 5

To consider any other matters (if any).

In addition, the Board of Directors' meeting, therefore, delegating the Executive Committee or the Chairman of the Executive Committee or the person authorized by the Executive Committee or the Chairman of the Executive Committee to have power to consider to the amend and/or add the meeting agendas, as well as to amend or change the date, time, place and procedure for the Extraordinary General Meeting of

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Shareholders No. 1/2022 as it deems appropriate by considering the benefits and impacts to the shareholders as well.

Please be informed accordingly.

Yours Sincerely

Dusadee Soontrontumrong

( Miss Dusadee Soontrontumrong)

Chairman of the Executive Committee

Thanulux Public Company Limited

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Thanulux pcl published this content on 18 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 July 2022 11:43:01 UTC.