All Inspire Development Public : Reduction and Increase of Registered Capital to Accommodate the Allocation of Newly Issued Ordinary Shares to a Private Placement, Amendment of the Record Date, and Scheduling the EGM No. 3/2022 (EDIT)

No. ALL/CS_022/2565

		21 June 2022
Subject	Reduction and Increase of Registered Capital to Accommodate the Allocation of Newly Issued Ordinary Shares to
	a Private Placement, Amendment of the Record Date, and Scheduling the Extraordinary General Meeting of
	Shareholders No. 3/2022, and Amendment of the Agendas of the Extraordinary General Meeting of Shareholders
	No. 3/2022
To	Directors and Managers
	Stock Exchange of Thailand
Reference	Document No. ALL/ CS_019/ 2565 Subject: Schedule the Extraordinary General Meeting of
		Shareholders No. 3/2022
Enclosure	1. Capital Increase Report Form (F53-4)
		2. Information Memorandum on the Issuance and Offering of Newly Issued Ordinary Shares to a
		Private Placement of All Inspire Development Public Company Limited

All Inspire Development Public Company Limited ("Company") would like to inform that the Board of Directors' Meeting No. 8/ 2022 on 21 June 2022 had approved to amend the date to determine the list of shareholders who are entitled to attend the Extraordinary General Meeting of Shareholders No. 3/ 2022 ( Record Date) to 7 July 2022, amend the date of the Extraordinary General Meeting of Shareholders No. 3/ 2022 to 5 August 2022, and amend the agendas of the Extraordinary General Meeting of Shareholders No. 3/2022 with details as follows:

1. Approved to amend the date to determine the list of shareholders who are entitled to attend the Extraordinary General Meeting of Shareholders No. 3/ 2022 ( Record Date) from30 June 2022 to7 July 2022, due to the resolution to add an additional agenda.
2. Approved to amend the date of the Extraordinary General Meeting of Shareholders No. 3/ 2022 from20 July
   2022 to5 August 2022 in order for shareholders to have time to study the information, due to the resolution to add an additional agenda.
3. Approved to propose to the Extraordinary General Meeting of Shareholders No. 3/ 2565 to consider and approve the reduction of the Company's registered capital 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, which will be proposed to the shareholders' meeting to consider and approve the cancellation of such TSR issuance. In addition, the Board of Directors' Meeting approved to propose to the Extraordinary General Meeting of Shareholders No. 3/ 2022 to consider 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)
	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 authorization of the Board of Directors and/or Executive Committee and/or Chief Executive Officer or any persons appointed by the Board of Directors and/ or Executive Committee and/ or Chief Executive Officer to consider and determine the condition and details related to such capital reduction, as well as to change words or phrases in minutes of shareholders meeting, Memorandum of Association, and/or various registration documents and/ or any procedures in order to comply with the registrar' s order in filing the registration for the reduction of registered capital and amendments of the Company' s Memorandum of Association to the Department of Business Development, Ministry of Commerce.

4. Approved to propose to the Extraordinary General Meeting of Shareholders No.3/2022 to consider and approve 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, as detailed in the Capital Increase Report Form (F53-4) (Enclosure 1).

In addition, the Board of Directors' Meeting approved to propose to the Extraordinary General meeting of Shareholders No. 3/ 2022 to consider 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 two
	Capital			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)"

Including, the authorization of the Board of Directors and/or Executive Committee and/or Chief Executive Officer or any persons appointed by the Board of Directors and/ or Executive Committee and/ or Chief Executive Officer to consider and determine the condition and details related to such capital increase, as well as to change words or phrases in minutes of shareholders meeting, Memorandum of Association, and/or various registration documents and/ or any procedures in order to comply with the registrar' s order in filing the registration for the increase of registered capital and amendments of the Company' s Memorandum of Association to the Department of Business Development, Ministry of Commerce.

5. Approve to propose to the Extraordinary General Meeting of Shareholders No. 3/2022 to consider and approve

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 ( " Investor" ) , which are not connected persons to the Company pursuant to the Notification of the Capital Market Supervisory Board No. TorJor. 21/2551 Re: Rules on Connected Transactions (and as amended) and Notification of the Board of Directors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning Connected Transactions B.E. 2546 (and as amended) (referred collectively as "Connected Transaction Notifications").

In this regard, the Board of Directors and/ or Chief Executive Officer or any persons appointed by the Board of Directors and/ or Chief Executive Officer shall be authorized to determine the offering price of the newly issued ordinary shares, which must not be lower than 90% of the market price of the Company's shares. Whereas, the market price is calculated based on the weighted average price of the Company's shares trading on the Stock

Exchange of Thailand for not less than 7 consecutive business days, but not more than 15 consecutive business days prior to the date the offering price was determined. Whereas, the price of the Company's shares to be weighted shall be the average daily trading price of such shares. However, such date the offering price

was determined should be not more than 3 business days prior to the first day of offering to the investor, which must be after the shareholders' meeting resolution to approve the issuance of newly issued ordinary shares to

such private placement and such price must be the price that the Board of Directors and/ or Chief Executive Officer or any persons appointed by the Board of Directors and/ or Chief Executive Officer deems is best according to the market conditions during the offering of the newly issued ordinary shares by taking into account the benefits of the Company and its shareholders according to the Notification of the Capital Market Supervisory Board No. TorJor. 72/2558 Re: Permission for Listed Companies to Offer Newly Issued Shares to Private Placement dated 28 October 2015 (and as amended) ("Notification TorJor. 72/2558").

In this regard, if the offering price of the newly issued ordinary shares to a private placement is lower than 90% of the weighted average market price of the Company's shares before the date of the offering of shares to investors, the Company has a duty to prohibit the investor from selling all newly issued ordinary shares received from the offering within 1 year from the first day of trade of the Company' s newly issued ordinary shares on the Stock Exchange of Thailand (Silent Period). After a period of 6 months from the first day of trade of the Company' s newly issued ordinary shares on the Stock Exchange of Thailand, the investor will be able to gradually sell the prohibited shares in the amount of 25% of the total number of shares prohibited in accordance with the rules prescribed in the Notification of the Stock Exchange of Thailand Re: Rules, Conditions and Procedures for Consideration of the Request for Ordinary Shares or Preferred Shares as for the capital increase as listed securities B.E. 2558 dated 11 May 2015 (and as amended).

Moreover, after the issuance and offering of newly issued ordinary shares to a private placement above, the investor will hold an aggregate of, not exceeding, 359,123,129 shares or the proportion of 19.90% of all issued shares of the Company (after the registration of the Company's paid-up capital after this issuance of the newly issued shares). In this regard, the investor has no other related person who holds the shares of the Company, so to say, there is no other person who is related to or acting in concert to ( Concert Party) or no persons as defined in Section 258 of the Securities and Exchange Act B. E. 2535 ( and as amended) or nominees, which will cause the aggregation of the holdings in the Company's securities after the capital increase stated above. The investor is not obliged to make a tender offer for all the Company's securities since the acquisition of the Company's shares is less than 25% of the total voting rights of the Company according to the Notification of the Capital Market Supervisory Board No. TorJor. 12/ 2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers dated 13 May 2011 (and as amended).

In addition, the Board of Directors approved to propose to the shareholders' meeting to consider and approve the authorization of the Board of Directors and/or Chief Executive Officer or any persons appointed by the Board of Directors and/ or Chief Executive Officer to proceed with any actions related to the issuance, offering, allocation, and subscription of such newly issued ordinary shares, which includes the following proceedings:

1. Consider and determine the offering price of newly issued shares in accordance with the rules mentioned above, including any other details related to the allocation of newly issued ordinary shares to a private placement. This includes, but is not limited to, the determination, amendment, and addition
   of the details on the issuance, offering, allocation, and subscription of newly issued ordinary shares, the offering date, and method of payment of newly issued ordinary shares ( the allocation and subscription periods may be scheduled once or several times) . As well as proceeding with various

actions in connection with the issuance, offering, allocation, and subscription of such newly issued ordinary shares and overseeing the delivery of information and disclosure of relevant details to the Stock Exchange of Thailand, as well asdetermining conditions and related details to be in accordance with the laws and regulations related to the issuance and offering of newly issued ordinary shares.

1. Signing, amending, changing, contacting, or notifying reports of various items in various permission documents and evidences necessary and relevant to the issuance, allocation, subscription and delivery of such newly issued ordinary shares; which includes contact and submission of any documents and evidence to the Ministry of Commerce, the SEC Office, the Stock Exchange of Thailand, government agency or other relevant agencies, and the introduction of the Company's newly issued ordinary shares listed on the stock exchange and has the power to perform any other necessary and appropriate actions for the success of the issuance and allocation of newly issued ordinary shares of the Company to a private placement.
2. Register the capital increase and amend the Memorandum of Association with the Department of Business Development, Ministry of Commerce and have the power to commence any necessary actions in order to comply with the order of the Registrar to complete the registration process.

According to Notification TorJor. 72 /2558 , the Company must complete the offering of shares within 12 months from thedate of approval from the shareholders' meeting.

Other details are shown in the Information Memorandum on the Issuance and Offering of Newly Issued Ordinary Shares to a Private Placement of All Inspire Development Public Company Limited (Enclosure 2).

6. Approve to propose to the Extraordinary General Meeting of Shareholders No. 3/2022 to consider and approve

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, in which such persons are not connected persons to the Company pursuant to the Connected Transaction Notifications. Such issuance and offer can be once in full or in part, and can be offered for sale at the same time or at different times. However, this allocation of newly issued ordinary
   shares to a private placement is not an offering of shares at a low price according to the Notification TorJor. 72/2558 Re: Permission for Listed Companies to Offer Newly Issued Shares to Private Placement
   (and as amended).