Glory Forever Public : Notification of the Resolutions of Board of Directors Meeting No. 4/2022, Schedule of an Extraordinary General Meeting of Shareholders No. 1/2022, and Capital Increase

August 10, 2022

No. GLORY 2022-12

Subject	Notification of the Resolutions of Board of Directors Meeting No. 4/2022, Schedule of an
	Extraordinary General Meeting of Shareholders No. 1/2022, and Capital Increase
To	President
	The Stock Exchange of Thailand

Enclosure

1. Capital Increase Report Form (F53-4)
2. Preliminary details of warrants to purchase ordinary shares of Glory Forever Public Company Limited No.1, to be allocated to the Company's shareholders according to their existing shareholding proportion
3. Memorandum on issuance and offering of newly issued ordinary shares to reserve for exercise of the warrants

Glory Forever Public Company Limited ("the Company") hereby to inform that the Board of Directors Meeting No. 4/2022 held on August 10, 2022 at 11.00 hrs. has passed the resolution as the following matters:

1. Resolution to approve for proposing to an Extraordinary General Meeting of Shareholders No. 1/2022 to consider and approve the issuance and offering of the Warrants to purchase the Company's ordinary shares (GLORY-W1) not exceeding 135,000,000 units allocated to the existing shareholders in proportion to their shareholding at the allotment ratio of 2 existing shares to 1 warrant. If there are fractional warrants from the calculation according to allotment ratio, the fractional portion will be discarded. Please find more information about the warrants in enclosure
   (2). The objective is to use as working capital to support financial flexibility for future business expansion and reserve as working capital within the business when the warrants are exercised.
2. Resolution to approve for proposing to an Extraordinary General Meeting of Shareholders No. 1/2022 to consider and approve to increase the registered capital of 67,500,000 baht from the registered capital of 135,000,000 baht to the registered capital of 202,500,000 baht with a par value of 0.50 baht per share and to allocate shares not exceeding 135,000,000 shares to support the exercise of the warrants. More details are in accordance with the capital increase report form. (Details in Enclosure (2)). In this regard, the Chief Executive Officer or his authorized persons are authorized to fix the date for determining the shareholders who are entitled to be allocated and

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offered the Warrants, other details and conditions relating to the allocation of the Warrants and to take actions necessary for the purpose of the allocation of the Warrants.

3. Resolution to approve for proposing to an Extraordinary General Meeting of Shareholders No. 1/2022 to amend clause 4 to be as follows:

"Clause 4
Registered Capital amount	202,500,000	Baht (Two hundred and two million and five
		hundred thousand baht)
Divided into	405,000,000	Shares (Four hundred and five million shares)
Value per Share	0.50	Baht (Fifty Satang)
Divided into
Common Shares	405,000,000	Shares (Four hundred and five million shares)
Preferred Shares	-	Shares (-Shares)

4. Resolution to approve the amendment of the agenda of an Extraordinary General Meeting of Shareholders No. 1/2022 on October 19, 2022, at 13:30 hrs. via electronic meeting (E-EGM) only one format to prevent and reduce the risk from spreading of COVID-19 by broadcasting live from the meeting room the Company's head office located at 20 Moo 6, Tambol Pantai Norasing, Amphoe Mueang Samut Sakhon, Samut Sakhon 74000 and determine the names of shareholders who are entitled to attend an Extraordinary General Meeting of Shareholders No. 1/2022 (Record Date) on August 26, 2022, with the following agenda:

Agenda 1. To consider and approve the issuance of Warrants representing rights to purchase ordinary shares of the Company No. 1

Agenda 2. To consider and approve the increase of the Company's registered capital by THB 67,500,000 from the existing registered capital of THB 135,000,000 to 202,500,000 and allocation of the shares from such capital increases.

Agenda 3. To consider the amendment of clause 4 of the Memorandum of Association of the Company to be in line with the increase of the registered capital.

Agenda 4. Other matters (if any)

Please be informed and inform investors accordingly.

Yours sincerely,

Glory Forever Public Company Limited

MRS MALINEE THONGPRASERT

The Company's Secretary

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Enclosure (1)

(F53-4)

Capital Increase Report Form

Glory Forever Public Company Limited

August 10, 2022

Glory Forever Public Company Limited (the "Company") would like to inform the resolution of the Board of Directors Meeting No. 4/2022 held on August 10, 2022, at 11.00 hrs. regarding capital increased, and allocation of newly issued ordinary shares as follows:

1. Capital increased

The Company's board of director resolved to propose to an Extraordinary General Meeting of Shareholders No. 1/2022 to increase the Company's registered capital from THB 135,000,000 to THB 202,500,000 by granting 135,000,000 newly issued ordinary shares with the par value of THB 0.50 to be as follows:

Capital Increased	Type of Shares	Number of	Par Value	Total (THB)
Shares	(THB per share)
 Specific Purpose	Ordinary share	-	-	-
	Preferred stock
 General Mandate	Ordinary share
	Preferred stock
 Specifying the purpose of	Ordinary share	135,000,000	0.50	67,500,000
utilizing proceeds from warrants	Preferred stock

2. Allocation of newly issues ordinary shares

2.1. Specific Purpose

Allocate to		Number of	Offering Ratio (Existing :		Offering Price	Remark
	Shares	New)				(THB per share)
To reserve for the exercise of the	Not	Allocate	to	existing	Offer at no value.
warrant, which will be allotted to	exceeding	shareholders	of	the	1	unit	of	the
existing shareholders	of the	135,000,000	Company	at the	ratio	warrant	has	the
company. The Chief	Executive	shares	of 2 existing	ordinary	right to	purchase
Officer or his authorized persons		share for 1 unit of the	1	ordinary share
are authorized to fix the date for		warrants	(any	fraction	with an	exercise
determining the shareholders who		shall be discarded)	price of THB 1.00
are entitled to be allocated and						per share.
offered the warrants (GLORY-W1).

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2.2. The Company's action in case there is a fraction of shares.

In case there is a fraction of the warrant in which each shareholder will be allotted, the fraction shall be discarded. In case there is an event resulting in an adjustment of exercise ratio as specified in adjustment conditions of the warrant and resulting in a fraction of shares, the fraction shall be discarded.

3. The date of the annual general meeting of shareholders for considering capital increased and allotment of newly issued ordinary shares.

Specify an Extraordinary General Meeting of Shareholders No. 1/2022 on October 19, 2022 at

13.30 hrs. through an electronic platform (E-EGM) meeting system only, in order to prevent and avoid the COVID-19 outbreak. The meeting will be broadcasted from the meeting room of the Company, No. 20 Moo 6, Tambol Pantai Norasing, Amphoe Mueang Samut Sakhon, Samut Sakhon 74000, and the record date for determination of the list of shareholders who are entitled to attend the meeting is August 26, 2022.

4. Requesting of approval for capital increased/ allotment of newly issued ordinary shares from

relevant government agencies and condition for approval (if any)

1. Seek approval from an Extraordinary General Meeting of Shareholders No. 1/2022 to increasing registered capital, amending memorandum of association, and amending of paid-up capital.
2. The Company will apply for increasing registered capital, amending memorandum of association, and amending paid-up capital to the Department of Business Development, Ministry of Commerce.
3. The company will apply for listing the warrant to the Stock Exchange of Thailand.

5. The objective of the capital increase and the use of proceeds

To have financial flexibility for business expansion and reserve as internal working capital if there is an exercise of the warrants.

1. The benefit to the Company from capital increased/ allotment of newly issued ordinary shares
   To have financial flexibility of the Company's working capital.
2. The benefit to the shareholders from capital increased/ allotment of newly issued ordinary shares

7.1. Dividend policy

The Company has the policy to pay a dividend to shareholders approximately 40 per cent of net profit after deducting corporate income tax and legal reserve as per the Company's separated financial

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statement. In this regard, the dividend payment will subject to economic condition, performance, and the Company's future project.

7.2. Rights to receive the dividend from operating result

The warrant holders who exercise their rights will have the right to receive dividends after being registered as the Company's shareholders.

8. Other details that deemed necessary for shareholders to consider approving of capital increased/ allotment of newly issued ordinary shares.

Control Dilution

If the warrants are fully exercised, and all the warrants' holders are not the existing shareholders of the Company, the shareholding of the existing shareholders of the Company will be diluted, not exceeding 33.33 per cent. The calculation details are as follows:

Qo = Total issued and paid-up shares of the Company number of 270,000,000 shares

Qw = Total ordinary shares issued to reserve for the exercise of the warrants not exceeding 135,000,000 shares

Control Dilution = Qw / (Qo + Qw) = Not exceeding 33.33 per cent

Price Dilution

If the Warrants are fully exercised, price dilution will not exceed 23.43 per cent. Calculation details are as follows:

P0 = Pre-transaction market price calculated from volume-weighted average prices of the shares traded in the Stock Exchange of Thailand during the period of 15 consecutive business days prior to the date the Board of Directors resolved to approve issuance of the Warrants (from July 18, 2022, to August 9, 2022). The prices used for calculation is average trading price of each day, which is THB 3.37 per share.

P1 = Exercise price, which is equal to THB 1.00.

P2 = Post transaction market price

Calculated from formula [(P0xQo)] + (P1xQw)] / (Qo+Qw) = 2.58 per share.

Qo = Total issued and paid-up shares of the Company, which are 270,000,000 shares

Qw = Total ordinary shares issued to reserve for exercise of the Warrants not exceeding 135,000,000 shares

Price Dilution = (P0 - P2) / P0 = Not exceeding 23.43 per cent

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