Nation International Edutainment Public : Amendment No. 1 to the Opinion of the Company regarding the Tender Offer (Form 250-2)

Nation International Edutainment Public Company Limited	- TRANSLATION -	Form 250-2 - Amendment No. 1

Opinion of the Company Regarding the Tender Offer (Amendment No.1)

Additional Information is presented in underlined text and blue color, while elimination is presented in strikethrough text and blue color.

- TRANSLATION -

The English Translation of the Opinions of the Company Regarding the Tender Offer has been prepared solely for the convenience of foreign shareholders of Nation International Edutainment Public Company Limited and should not be relied upon as the definitive and official document. The Thai language version of the Opinions of the Company Regarding the Tender Offer is the definitive and official document and shall prevail in all aspects in the event of any inconsistency with this English Translation.

August 1, 2022

1. Amend the information in the first paragraphon page 1

From:

On July 1, 2022, Nation International Edutainment Public Company Limited (the "Company" or "NINE") received a copy of the Tender Offer Statement (Form 247-4) for its securities from Point of View (POV) Media Group Company Limited (the "Offeror"), with details as follows:

Type of		Number of			Percentage of Tendered				Tender			Tender Offer
securities		Tendered Securities1/			Securities to				Offer Price			Value
		Shares/			Voting			Total Issued			Total Voting				per Unit			(Baht)3/
		Units			Rights			Securities of			Rights of the				(Baht)2/
								Company
								the Company
Ordinary shares	396,049,286	396,049,286		29.35		29.35		3.30		1,306,962,643.80
Preferred shares	-		-		-					-		-
Warrants	-		-		-					-		-
Convertible	-		-		-					-		-
debentures
Other securities	-		-		-					-		-
(if any)
								Total	29.35				Total	1,306,962,643.80

Remark:

1/ On the tender offer date, the Company has a total of 1,349,549,286 issued and paid-up ordinary shares with a par value of Baht 1 per share. The Offeror holds a total of 953,500,000 ordinary shares, representing 70.65% of the Company's total issued and paid-up shares and total voting rights. Therefore, the Offeror is obligated to make a mandatory tender offer for all remaining 396,049,286 ordinary shares of the Company from other shareholders, representing 29.35% of the Company's total issued and paid-up shares and total voting rights.

However, the Company's Extraordinary General Meeting of Shareholders No. 1/2022, which was held on May 10, 2022, also approved the issuance and offering of not more than 240,000,000 newly issued ordinary shares of the Company, at an offering price of THB 3.30 per share, to existing shareholders (Rights Offering or "RO"). The Company has scheduled a subscription period for the RO shares on June 24 and June 27 - 30, 2022, and has allotted all the 240,000,000 RO shares. If the Company registers the change of paid-up capital with the Ministry of Commerce for the issuance of newly issued ordinary shares to the existing shareholders during the tender offer period (July 4, 2022 - August 10, 2022), the Offeror will be obliged to make the Tender Offer for such securities to comply with the Notification of Capital Market Supervisory Board No. TorChor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers (and its amendments).

In conclusion, the Offeror must make the Tender Offer for not more than 636,049,286 ordinary shares of the Company, representing 40.01% of the Company's issued and paid-up capital and voting rights, at a price of Baht 3.30 per share, or equivalent to Baht 2,098,962,643.80, comprised of:

1. 396,049,286 ordinary shares of the Company that are not held by the Offeror as of the date of submission of the Tender Offer, and
2. 240,000,000 ordinary shares of the Company, issued and offered to existing shareholders (Rights Offering).

The Offeror will make an offer to acquire only those shares from the Offeree that are free of any pledges and other encumbrances.

Amended to:

On July 1, 2022, Nation International Edutainment Public Company Limited (the "Company" or "NINE") received a copy of the Tender Offer Statement (Form 247-4) for its securities from Point of View (POV) Media Group Company Limited (the "Offeror"). The Company subsequently received copies of the first and second amendments to the Tender Offer Statement from the Offeror on July 14 and 22, 2022, with the following details.

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Nation International Edutainment Public Company Limited	- TRANSLATION -			Form 250-2 - Amendment No. 1
	Type of		Number of				Percentage of Tendered				Tender			Tender Offer
	securities		Tendered Securities1/				Securities to				Offer Price			Value
			Shares/			Voting			Total Issued			Total Voting				per Unit			(Baht)3/
			Units			Rights			Securities of			Rights of the				(Baht)2/
									Company
									the Company
	Ordinary shares	396,049,286	396,049,286				29.35		29.35		3.30		1,306,962,643.80
	Preferred shares	-		-				-					-		-
	Warrants	-		-				-					-		-
	Convertible	-		-				-					-		-
	debentures
	Other securities	-		-				-					-		-
	(if any)
										Total	29.35				Total	1,306,962,643.80

Remark:

1/ On the tender offer date, the Company has a total of 1,349,549,286 issued and paid-up ordinary shares with a par value of Baht 1 per share. The Offeror holds a total of 953,500,000 ordinary shares, representing 70.65% of the Company's total issued and paid-up shares and total voting rights. Therefore, the Offeror is obligated to make a mandatory tender offer for all remaining 396,049,286 ordinary shares of the Company from other shareholders, representing 29.35% of the Company's total issued and paid-up shares and total voting rights.

However, the Company's Extraordinary General Meeting of Shareholders No. 1/2022, which was held on May 10, 2022, also approved the issuance and offering of not more than 240,000,000 newly issued ordinary shares of the Company, at an offering price of THB 3.30 per share, to existing shareholders (Rights Offering or "RO"). The Company has scheduled a subscription period for the RO shares on June 24 and June 27 - 30, 2022, and has allotted all the 240,000,000 RO shares. If the Company registers the change of paid-upcapital with the Ministry of Commerce for the issuance of newly issued ordinary shares to the existing shareholders during the tender offer period (July 4, 2022 - August 10, 2022)The Company has registered the change of paid-upcapital with the Ministry of Commerce on July 11, 2022,the Offeror, therefore, is obliged to make the Tender Offer for such securities to comply with the Notification of Capital Market Supervisory Board No. TorChor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers (and its amendments).

In conclusion, the Offeror must make the Tender Offer for not more thanall the remaining securities of the Company from other shareholders, totaling636,049,286 ordinary shares of the Company, representing 40.01% of the Company's issued and paid-up capital and voting rights, at a price of Baht 3.30 per share, or equivalent to Baht 2,098,962,643.80, as per following details., comprised of:

1. 396,049,286 ordinary shares of the Company that are not held by the Offeror as of the date of submission of the Tender Offer, and
2. 240,000,000 ordinary shares of the Company, issued and offered to existing shareholders (Rights Offering).

Type of		Number of			Percentage of Tendered			Tender			Tender Offer
securities		Tendered Securities1/			Securities to			Offer Price			Value
		Shares/			Voting			Total Issued			Total Voting			per Unit			(Baht)3/
		Units			Rights			Securities of			Rights of the			(Baht)2/
								Company
								the Company
Ordinary shares	636,049,286		636,049,286		40.01		40.01		3.30		2,098,962,643.80
Preferred shares	-		-		-					-		-
Warrants	-		-		-					-		-
Convertible	-		-		-					-		-
debentures
Other securities	-		-		-					-		-
(if any)
								Total	40.01			Total	2,098,962,643.80

The Offeror will make an offer to acquire only those shares from the Offeree that are free of any pledges and other encumbrances.

2. Amend the information in Clause 1.1 Company background and significant developments: Year 2021 and the last paragraph of Year 2022on page 3 - 4

From:

(Year 2021, on page 3)

• On February 22, 2021, the Company approved the sale of all ordinary shares in LDD it was holding, at a price of Baht 34.50 per share, for a total of Baht 87.99 million. The disposal of LDD shares was completed on March 1, 2021.
• The Company opened its first retail shop at BTS Saint Louis station on December 28, 2021,

focusing on selling ready-to-eat food and beverages under the brand "Turtle". (The last paragraph of Year 2022, on page 4)

• Approval of the issuance and offering of up to 240,000,000 newly issued ordinary shares of the Company with a par value of Baht 1.00 per share through a right offering

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Nation International Edutainment Public Company Limited	- TRANSLATION -	Form 250-2 - Amendment No. 1

process ( " RO" ) at an allocation ratio of 1. 5232 existing shares to 1 newly issued ordinary share at an offering price of Baht 3. 30 per share, for a total amount of Baht 792,000,000. The newly issued shares were offered to existing shareholders on June 24, and June 27 - 30, 2022, and have been fully subscribed. Furthermore, the Company is in the process of registering a paid-up capital increase with the Ministry of Commerce, which is expected to be completed in July 15, 2022.

Amended to:

(Year 2021, on page 3)

• On February 22, 2021, the Company approved the sale of all ordinary shares in LDD it was holding, at a price of Baht 34.50 per share, for a total of Baht 87.99 million. The disposal of LDD shares was completed on March 1, 2021.
• On November 1, 2021, the Company entered into a License to Manage and Operate Merchandising Space Agreement with VGI, to be granted the rights to manage merchandising space at 3 BTS Stations, comprising St. Louis Station, Ploenchit Station, and Victory Monument Station.
• The Company opened its first retail shop at BTS Saint Louis station on December 28, 2021, focusing on selling ready-to-eat food and beverages under the brand "Turtle".

(The last paragraph of Year 2022, on page 4)

• Approval of the issuance and offering of up to 240,000,000 newly issued ordinary shares of the Company with a par value of Baht 1.00 per share through a rightsoffering process ( " RO" ) at an allocation ratio of 1. 5232 existing shares to 1 newly issued ordinary share at an offering price of Baht 3. 30 per share, for a total amount of Baht 792,000,000. The newly issued shares were offered to existing shareholders on June 24, and June 27 - 30, 2022, and have been fully subscribed. Furthermore, the Company has registered the change of paid- up capital with the Ministry of Commerce on July 11, 2022.the Company is in the process of registering a paid-upcapital increase with the Ministry of Commerce, which is expected to be completed in July 15, 2022.

3. Amend the information in Clause 1.2 Business Overviewon page 4

From:

The Company and its subsidiaries (the "Group") are currently engaged in the publishing business, which includes the production and sale of pocketbooks and youth-targeted publications (mangas and fictions) in both printed and digital formats (e-book), as well as the Company's own e- commerce platform, namely www.nejavu.com ("Nejavu"). The e-commerce platform also serves as sales channel for the Group's publishing products as well as licensed merchandise from business partners. Furthermore, in the middle of last year, the Company initiated a new project involving retail and marketing space on BTS stations.

Amended to:

The Company and its subsidiaries (the "Group") are currently engaged in the publishing business, which includes the production and sale of pocketbooks and youth-targeted publications (mangas and fictions) in both printed and digital formats (e-book), as well as the Company's own e- commerce platform, namely www.nejavu.com ("Nejavu"). The e-commerce platform also serves as sales channel for the Group's publishing products as well as licensed merchandise from business partners. The publishing business, both comics and novels categories, is operated by the Company and Nation Global Edutainment Co., Ltd.Furthermore, in the middle of last year, the Company initiated a new project involving retail and marketing space on BTS stations.

4. Amend the information in Clause 1.2.1 Publishing Business, Sub-Clause(1): Product Description and Innovation Development, in the first paragraphon page 4

From:

(1.1) Pocketbooks:The Company's pocketbooks business is operated under the well-known brand "Nation Books," which has earned the trust of millions of readers over the years for its diverse and high-quality content based on the concept of creating knowledge and delivering entertainment

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Nation International Edutainment Public Company Limited	- TRANSLATION -	Form 250-2 - Amendment No. 1

content through printed materials. The target clients are consumers aged 25 to 44 who have specific interests in self-development sectors such as business and marketing, money and investment, working skills enhancement, health, and idea creation. The Company divides its products into sub-brands to improve product distinctiveness and identity, as well as easy brand awareness.

Amended to:

(1.1) Pocketbooks:The Company's pocketbooks business is operated under the well-known brand "Nation Books," (Nation Global Edutainment Company Limited, a subsidiary of the Company, is the owner of the aforementioned trademark),which has earned the trust of millions of readers over the years for its diverse and high-quality content based on the concept of creating knowledge and delivering entertainment content through printed materials. The target clients are consumers aged 25 to 44 who have specific interests in self-development sectors such as business and marketing, money and investment, working skills enhancement, health, and idea creation. The Company divides its products into sub-brands to improve product distinctiveness and identity, as well as easy brand awareness.

5. Amend the information in Clause 1.2.2 Retail Business and Commercial Space for Lease, Sub-Clause(1) Product Description and Business Innovation, paragraph 5on page 6

From:

Initially, the Company's retailing business on BTS stations consisted of three retail shops: St. Louis Station, Victory Monument Station, and Ploenchit Station. The first Turtle shop debuted at St. Louis Station at the end of December 2021, with the second and third Turtle shops opening on March 31, 2022 at Ploenchit Station and Victory Monument Station, respectively. In addition, the Company planned to gradually construct Turtle shops, with nine more locations to open in 2022. By 2023, the Company hoped to have all of the Turtle shops open at 31 BTS statoins.

Amended to:

Initially, the Company's retailing business on BTS stations consisted of three retail shops: St. Louis Station, Victory Monument Station, and Ploenchit Station. The first Turtle shop debuted at St. Louis Station at the end of December 2021, with the second and third Turtle shops opening on March 31, 2022 at Ploenchit Station and Victory Monument Station, respectively. In addition, the Company planned to gradually construct Turtle shops, with nine more locations to open in 2022. By 2023, the Company hoped to have all of the Turtle shops open at 31 BTS statoins.

In this regard, since June 22, 2022, the Company has been granted the right to operate retail business and provide merchandising space rental services at 31 BTS stations under the License to Manage and Operate Merchandising Space Agreement (the "Licensing Agreement"), dated June 22, 2022. A summary of the key term of the agreement appears in Clause 3.4 of Form 250-2.

6. Amend the information in Clause 1.4.1 List of shareholders prior to the tender offeron page 7 - 8

From:

The most recent top 10 shareholders according to the share registration (with an adjustment for the sale of newly issued ordinary shares via a PP process) as of May 20, 2022, are as follows:

										% of total issued			% of total voting
	No.			Name			Number of			and paid-up			rights of the
					shares			shares of the			Company
										Company
1			Point of View (POV) Media Group Co., Ltd.	953,500,000	70.65	70.65
				(the Offeror) 1/
2			Phillip Securities (Hong Kong) Limited	167,428,000	12.41	12.41
3			Thai NVDR Co., Ltd.	62,770,227	4.65	4.65
4			Mr. Wanchai Panvichean	48,950,000	3.63	3.63
5			Jay Mart Public Company Limited	35,000,000	2.59	2.59
6			Mr. Keeree Kanjanapas 2/	15,748,500	1.17	1.17
7			Werk X Co., Ltd.	15,350,000	1.14	1.14
8			Sliver Reward Holdings Limited	15,150,000	1.12	1.12
9			MIB Securities (Hong Kong) Limited	11,636,672	0.86	0.86
10			Mr. Sombat Phanichewa	6,000,000	0.45	0.45

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