All Inspire Development Public : Extraordinary Shareholders meeting's resolution N0.3/2022

ALL/CS_24/2022

	Date 5 August 2022
Subject	Notification on the Resolution of the Extraordinary General Meeting of Shareholders No. 3/2022
To	Directors and Managers
	Stock Exchange of Thailand

As All Inspire Development Public Company Limited (the "Company") has convened the Extraordinary General Meeting of Shareholders No. 3/2022 on 5 August 2022, at 2.00 p.m. via electronic meeting (E-EGM) in accordance with the relevant electronic conferencing laws. The electronic meeting started at All Inspire Development Public Company Limited's meeting room at its head office at No. 4345 Bhiraj Tower at Bitec, 18th Floor, Sukhumvit Road, Bang Na Sub-district, Bang Na District, Bangkok. At the beginning of the meeting, there were 42 shareholders who attended the meeting in person and by proxy, holding an equivalent of 970,803,410 shares, or 67.1597% of the Company's issued and sold shares. The meeting resolved as follows:

1. Approved the cancellation of the Extraordinary General Meeting of Shareholders No. 2/ 2022 Agenda 2 resolution Re: the issuance of transferable share subscription rights, including the determination of conditions and other details related to the transferable share subscription rights and Agenda 4 resolution Re: the allocation of newly issued ordinary shares of the Company to accommodate the issuance of transferable share subscription rights, as proposed. The meeting had resolved to approve with a majority vote of shareholders who attended the meeting and cast their votes, as follows:

Approved	971,203,410	votes	equivalent to	100%
Disapproved	-	votes	equivalent to	- %
Total	971,203,410	votes	equivalent to	100%
Abstained	-	votes	equivalent to	- %

2. Approved the reduction of the registered capital of the Company in the amount of 851,879,251. 50 Baht from the original registered capital of 1,856,738,033 Baht to the new registered capital of 1,004,858,781.50 Baht by cancelling the 1,703,758,503 registered but unissued shares with the par value of 0. 50 Baht per share, which are shares allocated to accommodate the exercise of rights under the transferable share subscription rights ( TSR) , according to the resolution of the Extraordinary General Meeting of Shareholders No. 2/2022 held on 17 May 2022 and approve the amendment of the Company's Memorandum of Association Clause 4 to reflect the reduction of the Company' s registered capital, as follows:

"Clause 4. Registered	1,004,858,781.50 Baht	( One billion four million eight hundred
Capital		fifty- eight thousand seven hundred
		eighty-one Baht and fifty Satang)

All Inspire Development Public Company Limited 4345 Bhiraj Tower at Bitec, 18th Floor, Sukhumvit Road, Bang Na Sub-district, Bang Na District, Bangkok

10260

1

Divided Into	2,009,717,563	Shares	( Two billion nine million seven
			hundred	seventeen	thousand	five
			hundred sixty-three shares)
Par Value	0.50	Baht	(Fifty Satang)
Consisting of
Ordinary share	2,009,717,563	Shares	( Two billion nine million seven
			hundred	seventeen	thousand	five
			hundred sixty-three shares)
Preferred share	-	Shares	(- shares)"

Including the relevant authorization, as proposed. The meeting had resolved to approve with a vote of not less than three-fourths of the shareholders who attended the meeting and are entitled to vote, as follows:

Approved	971,203,410	votes	equivalent to	100%
Disapproved	-	votes	equivalent to	- %
Total	971,203,410	votes	equivalent to	100%
Abstained	-	votes	equivalent to	- %

3. Approved the increase of the Company' s registered capital at the amount of 396,388,921. 00 Baht from the existing registered capital of 1,004,858,781.50 Baht to the new registered capital of 1,401,247,702.50 Baht by issuing 792,777,842 newly issued ordinary shares at the par value of 0. 50 Baht per share to accommodate ( 1) the allocation of newly issued ordinary shares to a private placement and ( 2) the issuance and offering of newly issued shares by general mandate and approve the amendment of the Company's Memorandum of Association Clause 4 to reflect the increase of the Company' s registered capital, as follows:

"Clause 4. Registered	1,401,247,702.50	Baht	( One billion four hundred one million
Capital			two hundred forty- seven thousand
			seven hundred two Baht and fifty
			Satang)
Divided Into	2,802,495,405	Shares	( Two billion eight hundred two million
			four hundred ninety-five thousand four
			hundred five shares)
Par Value	0.50	Baht	(Fifty Satang)
Consisting of
Ordinary share	2,802,495,405	Shares	( Two billion eight hundred two million
			four hundred ninety-five thousand four
			hundred five shares)
Preferred share	-	Shares	(- shares)"

All Inspire Development Public Company Limited 4345 Bhiraj Tower at Bitec, 18th Floor, Sukhumvit Road, Bang Na Sub-district, Bang Na District, Bangkok

10260

2

Including the relevant authorization, as proposed. The meeting had resolved to approve with a vote of not less than three-fourths of the shareholders who attended the meeting and are entitled to vote, as follows:

Approved	971,203,190	votes	equivalent to	100%
Disapproved	220	votes	equivalent to	0.0000%
Total	971,203,190	votes	equivalent to	100%
Abstained	-	votes	equivalent to	- %

4. Approved the issuance and allocation of newly issued ordinary shares of the Company, whether once in full or several times, not exceeding 359,123,129 shares with the par value of 0.50 Baht per share to offer to a private placement, namely, Echelon Capital Holdings Limited, which are not connected persons to the Company pursuant to the Connected Transactions Notifications, including the relevant authorization, as proposed. The meeting had resolved to approve with a majority vote of shareholders who attended the meeting and cast their votes, as follows:

Approved	971,203,410	votes	equivalent to	100%
Disapproved	-	votes	equivalent to	- %
Total	971,203,410	votes	equivalent to	100%
Abstained	-	votes	equivalent to	- %

5. Approved the allocation of newly issued ordinary shares at the amount of, not exceeding, 433,654,713 shares with the par value of 0.50 Baht per share through a general mandate, as follows:

1. Allocate the newly issued ordinary shares at the amount of, not exceeding, 289,103,142 shares with the par value of 0.50 Baht per share, or not exceeding 20% of the Company's paid-up capital at the date of the Board of Directors' Meeting No. 8/ 2022 on 21 June 2022 to offer to existing shareholders at the proportion of their shareholdings, without allocating to shareholders that would result in the Company having duties under foreign law.
2. Allocate the newly issued ordinary shares at the amount of, not exceeding, 144,551,571 shares with the par value of 0.50 Baht per share, or not exceeding 10% of the Company's paid-up capital at the date of the Board of Directors' Meeting No. 8/ 2022 on 21 June 2022 to offer to a private placement through a general mandate.

Including the relevant authorization, as proposed. The meeting had resolved to approve with a majority vote of shareholders who attended the meeting and cast their votes, as follows:

All Inspire Development Public Company Limited 4345 Bhiraj Tower at Bitec, 18th Floor, Sukhumvit Road, Bang Na Sub-district, Bang Na District, Bangkok

10260

3

Approved	971,203,190	votes	equivalent to	100%
Disapproved	220	votes	equivalent to	0.0000%
Total	971,203,190	votes	equivalent to	100%
Abstained	-	votes	equivalent to	- %

Sincerely Yours,

(Mr. Thanakorn Thanawarith)

Chief Executive Officer/Vice Chairman of the Directors

All Inspire Development Public Company Limited

Company Secretary

02-029-9988 ext. 8008

All Inspire Development Public Company Limited 4345 Bhiraj Tower at Bitec, 18th Floor, Sukhumvit Road, Bang Na Sub-district, Bang Na District, Bangkok

10260

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