July 6, 2022

Subject

:

Submission of the Amendment to the Opinion of the Company on the Tender Offer (Form 250-2)

of Nation Broadcasting Corporation Public Company Limited (1st Amendment)

To

:

Secretary General

Securities and Exchange Commission (SEC)

Enclosure : 1. Amendment to the Opinion of the Company on the Tender Offer (Form 250-2) of Nation Broadcasting Corporation Public Company Limited (1st Amendment)

2. Amendment to the Opinion of the Independent Financial Advisor on the Tender Offer of Nation Broadcasting Corporation Public Company Limited (1st Amendment)

As Nation Broadcasting Corporation Public Company Limited ("the Company") has submitted the Opinion of the Company on the Tender Offer (Form 250-2) and the Opinion Report of the Independent Financial Advisor on Tender Offer of the Company to the Securities and Exchange Commission ("SEC") on June 28, 2022.

The Company hereby submits the Amendment to the Opinion of the Company on the Tender Offer of Nation Broadcasting Corporation Public Company Limited (Form 250-2) (1st Amendment) and Amendment to the Opinion of the Independent Financial Advisor on the Tender Offer (1st Amendment) as details shown in the enclosures.

Please be informed accordingly

Sincerely yours,

Nation Broadcasting Corporation Public Company Limited

-Pornthip Trongkingtorn -

- Somkit Likitparinya -

……….………………………………………

…………..………………………………………

(Miss Pornthip Trongkingtorn)

(Mr. Somkit Likitparinya)

Authorized Director

Authorized Director

Revisions to the Opinion of the Company on the Tender Offer (Form 250-2) No. 1.

Additions are marked as underlined text, and deletions are marked as strike through text, as follows:

  1. All pages Revise company name From
    Nation Multimedia Group Public Company Limited (NMG)
    To
    Nation Group (Thailand) Public Company Limited (NATION)
  2. Page 1
    From

Number of Securities

Percentage of Securities

to be Purchased

to be Purchased

To the Total

To the total

Offer

Total

Type of Securities

Paid-up

Price per

Tender

Voting

voting rights

Share/Unit

Shares of

unit

Offer value

Rights

of the

the

Company

Company1

Ordinary shares

321,055,845

321,055,845

28.55

28.55

1.30

417,372,598.50

Preferred shares

-

-

-

-

-

-

Warrants

-

-

-

-

-

-

Convertible debentures

-

-

-

-

-

-

Other securities (if any)

-

-

-

-

-

-

Total

28.55

Total

417,372,598.50

1 In case of shares, regardless of class or issue, the total number of outstanding securities = ordinary shares + preferred shares - shares repurchased by the Company (Treasury shares) and are outstanding at the end of the month prior to the month in which the announcement of the intention to make a Tender Offer is submitted.

1

To

Number of Securities

Percentage of Securities

to be Purchased

to be Purchased

Offer

Total

To the Total

To the total

Type of Securities

Price per

Tender

Paid-up

Voting

voting rights

Share/Unit

Shares of

unit

Offer value

Rights

of the

the

Company

Company2

Ordinary shares

433,385,133

433,385,133

38.54

38.54

1.30

563,400,672.90

Preferred shares

-

-

-

-

-

-

Warrants

-

-

-

-

-

-

Convertible debentures

-

-

-

-

-

-

Other securities (if any)

-

-

-

-

-

-

Total

38.54

Total

563,400,672.90

2 In case of shares, the total number of outstanding securities is after deducting shares repurchased by the Company (Treasury shares) and have not been sold or canceled, as at the end of the month prior to the month in which the announcement of the intention to make a Tender Offer is submitted.

2

  1. Page 3
    From

4.1 Company overview and background

Nation Broadcasting Corporation Public Company Limited ("NBC") was established on January 8, 1993, under the name of NATCON Media Company Limited, with a registered capital of 1.00 million baht, aiming to produce a variety of news programs broadcasted on the Free TV station and cable TV, and co-produce radio programs on F.M. 90.5 MHz and news flashes broadcasted on radio stations through the Nation Radio Network Company Limited ('NRN‛), a subsidiary in which the NBC holds a 99.98% stake.

In 1996, NBC changed its name to the 'Nation Television Company Limited‛ and joined the news program producer of the ITV television station (currently is Thai PBS television station).

In 1997, NBC changed its name to the 'Nation Broadcasting Corporation Limited‛ or known as 'NBC‛.

In 2000, established the first 24-hour news station in Thailand under the name of the 'Nation Channel‛ television station broadcasting on the UBC subscription television station Channel 8.

From 2003 onwards, NBC has expanded the broadcasting channel of the Nation Channel to be more extensive to support the growth of cable and satellite TV business by transmitting video and audio signals of the Nation Channel from the ST-1C-Band satellite, a Thaicom 5 C-Band satellite.

In 2014, the Company's subsidiary won the digital TV license auction for news and content types by using the channel name of the Nation TV 22. The license was valid for 15 years from 2014 to 2029.

The NBC has continuously developed in expanding its business into new media business by taking news information produced to develop news information services in various types, disseminated through digital communication channels such as websites, social media, mobile phones, electronic devices, including developing the applications for viewing Nation TV programs through the different platforms, including smartphones, tablets. In addition, the NBC has developed the formats of earning by taking content and advantages of television business expanded into related businesses such as organizing special events, seminars, travel arrangements, etc.

In 2009, NBC transformed into a public company and registered as a listed company on the MAI Stock Exchange.

3

To

4.1 Company overview and background

Nation Broadcasting Corporation Public Company Limited ("NBC") was established on January 8, 1993, under the name of NATCON Media Company Limited, with a registered capital of 1.00 million baht, aiming to produce a variety of news programs broadcasted on the Free TV station and cable TV, and co-produce radio programs on F.M. 90.5 MHz and news flashes broadcasted on radio stations through the Nation Radio Network Company Limited ('NRN‛), a subsidiary in which the NBC holds a 99.98% stake.

In 1996, NBC changed its name to the 'Nation Television Company Limited‛ and joined the news program producer of the ITV television station (currently is Thai PBS television station).

In 1997, NBC changed its name to the 'Nation Broadcasting Corporation Limited‛ or known as 'NBC‛.

In 2000, established the first 24-hour news station in Thailand under the name of the 'Nation Channel‛ television station broadcasting on the UBC subscription television station Channel 8.

From 2003 onwards, NBC has expanded the broadcasting channel of the Nation Channel to be more extensive to support the growth of cable and satellite TV business by transmitting video and audio signals of the Nation Channel from the ST-1C-Band satellite, a Thaicom 5 C-Band satellite.

In 2009, NBC transformed into a public company and registered as a listed company on the MAI Stock Exchange.

In 2014, the Company's subsidiary won the digital TV license auction for news and content types by using the channel name of the Nation TV 22. The license was valid for 15 years from 2014 to 2029.

The NBC has continuously developed in expanding its business into new media business by taking news information produced to develop news information services in various types, disseminated through digital communication channels such as websites, social media, mobile phones, electronic devices, including developing the applications for viewing Nation TV programs through the different platforms, including smartphones, tablets. In addition, the NBC has developed the formats of earning by taking content and advantages of television business expanded into related businesses such as organizing special events, seminars, travel arrangements, etc.

In 2009, NBC transformed into a public company and registered as a listed company on the MAI Stock Exchange.

4

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Nation Broadcasting Corporation pcl published this content on 06 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 July 2022 11:03:02 UTC.