Nirvana Daii Public : Information Memorandum NVD-W2

-English Translation-

-Information Memorandum-

Description, Condition and Major Characteristics of Warrants of

Nirvana Daii Public Company Limited No. 2 (NVD-W2)

Number of Warrants:	86,286,861 units
Underlying Shares:	86,286,861 shares
Allocation of Warrants:	The Warrants were issued and allocated to the existing
		shareholders of the Company whose names appeared as
		shareholders of the Company on the date for determining the names
		of shareholders entitled to receive the Warrants (Record Date) on
		10th March 2022 proportionately to their respective shareholdings
		(Rights Offering) at the allocation ratio of every 16 existing
		ordinary shares for 1 unit of Warrants free of charge. In calculating
		the entitlement to receive the Warrants of each shareholder, any
		decimal fractions resulting from the calculation based on the
		allocation ratio set forth shall be rounded down.
Major Warrant Holders:	As of 1st July 2022
	Name	No. of warrants	% of present
			listing Warrants
1.	Mr. Sornsak Somwatta	22,902,770	26.54
2.	Mr. Chatchai Piyasombatkul	22,749,672	26.37
3.	Mrs. Wattana Somwattana	5,879,986	6.81
4.	Thai NVDR Co., Ltd.	3,980,325	4.61
5.	Mr. Anuchat Angsumethangkul	3,435,333	3.98
6.	Ms. Luxamee Piyasombatkul	3,026,312	3.51
7.	Mr. Khanathach Piyasombatkul	3,020,062	3.50
8.	Mr. Thanisorn Koosuwan	2,278,983	2.64
9.	Ms. Jidapa Taetulakarn	1,469,762	1.70
10.	Ms. Kulisara Angsumethangkul	1,346,112	1.56
	Total	70,089,317	81.22

Exercise Right of Warrants

1. Exercise Date

The Warrant Holders shall be entitled to exercise their rights under the Warrants to purchase the newly issued ordinary shares of the Company on the last Business Day of February after the issuance date (the "Exercise Date"). The first Exercise Date shall be 28th February 2023 and the last

Exercise Date shall be the date of the 1st anniversary from the issuance date, falling on 30 June 2023. In the event that the last Exercise Date is not a Business Day, such date shall be moved to the last Business Day prior to the last Exercise Date. In addition, the Company shall in no case request any Warrant Holders to exercise their rights under the Warrants

1

Adjustment of Exercise

Price and Exercise

Ratio:

to purchase the Company's newly issued ordinary shares prior to the Exercise Date.

1. Exercise of the Warrants to Purchase the Newly Issued Ordinary Shares
   In exercising the rights to purchase the newly issued ordinary shares of the Company, the Warrant Holders may exercise their rights under the Warrants to purchase the newly issued ordinary shares either in whole or in part (of the total units of Warrants held by each of them). For any outstanding Warrants that are not exercised on or before the last Exercise Date, the Company will deem that the holders of such outstanding Warrants do not wish to exercise their rights thereunder, and such Warrants shall be deemed nullified without being exercised.
2. Period for the Notification of the Intention to Exercise the Warrants
   The Warrant Holders who wish to exercise their rights to purchase the newly issued ordinary shares of the Company may deliver a notification of intention to exercise the Warrants between 8:30 a.m. and 3:30 p.m. during the period of 5 Business Days prior to each Exercise Date (the "Notification Period"), save for the last Exercise Date in which the
   notification of intention to exercise the Warrants shall be delivered between 8:30 a.m. and 3:30 p.m. during the period of 15 Days prior to the last Exercise Date (the "Last Notification Period").
   The Company shall not close the Warrant Holders Register Book to suspend the transfer of Warrants, except in the case of the last exercise of the Warrants in which the Warrant Holders Register Book shall be closed for suspending the transfer of Warrants for a period of 21 days prior to the last Exercise Date. In such case, the SET will post the SP sign in order to suspend the trading of Warrants for a period of 2 Business Days prior to the book closure date. In the case that the first book closure date falls on the date on which the SET is closed for business, such first book closure date shall be rescheduled to the preceding Business Day.
   The Company shall adjust the exercise price and/or the exercise ratio to purchase the Company's newly issued ordinary shares at any time throughout the term of the Warrants, if any of the events set out below occurs. In this respect, the adjustment shall be made for the purpose of preserving interest of the Warrant Holders not to be less favorable than those currently available to them.
3. 1. In case of a change in par value of the Company's ordinary share as a result of a combination or split of shares, the adjustment of exercise price and exercise ratio shall become effective immediately once the change in the share par value occurs as announced through the electronic information disclosure means of the SET.
   2. 1. The exercise price shall be adjusted in accordance with the following formula:

Price 1	=	Price 0 x	Par 1
		Par 0

2

1. The exercise ratio shall be adjusted in accordance with the following formula:

Ratio 1	=	Ratio 0 x Par 0
		Par 1
In this regard,
Price 1	represents	the new exercise price after the
		change;
Price 0	represents	the former exercise price prior to the
		change;
Ratio 1	represents	the new exercise ratio after the
		change;
Ratio 0	represents	the former exercise ratio prior to the
		change;
Par 1	represents the par value of the Company's
		ordinary shares after the change;
Par 0	represents the par value of the Company's
		ordinary shares prior to the change.

1. In case the Company issues and offers newly issued ordinary shares to its existing shareholders and/or to the public and/or to specific investors through a private placement at the net price per share of the newly issued ordinary shares below 90 percent of the market price per share of the Company's ordinary shares.
   The adjustment of the exercise price and the exercise ratio shall become effective immediately from the first day on which the purchasers of the ordinary shares shall not be entitled to subscribe for the newly issued ordinary shares (the first date the XR is posted by the SET) in case of the rights offering (Rights Offering) and/or the first day on which the newly issued ordinary shares are offered in case of a public offering and/or a private placement (as the case may be).
   "The net price per share of the newly issued ordinary shares" shall be calculated from the total amount of proceeds the Company receives from the offering of the ordinary shares less the amount of expenses incurred from the issuance of such securities (if any), then divided by the total number of the newly issued ordinary shares.
   "The market price per share of the Company's ordinary shares" means the trading value of the Company's ordinary shares, divided by the total number of the Company's issued ordinary shares which have been traded on the SET during the period of 15 consecutive Business Days prior to the date of the calculation.
   "The date of the calculation" means the first day on which the purchasers of the Company's ordinary shares shall not be entitled to subscribe for the newly issued ordinary shares in the case of a rights offering and/or the first day on which the newly issued ordinary shares are offered in the case of a public offering and/or a private placement (as the case may be).
   In case the market price per share of the Company's ordinary

3

shares cannot be determined because there is no trading of the ordinary shares during such period of time, the Company shall determine the fair value of the Company's ordinary shares to be used, as a substitute, for the calculation.

In addition, in case there are more than one offering prices at the same offering of the Company's ordinary shares under the condition that the subscription therefor must be made altogether, all of the offering prices shall be used to calculate the net price per share of the newly issued ordinary shares. However, in case such condition is not applied, only the offering prices that are lower than 90 percent of the market price per share of the Company's ordinary shares shall be used for the calculation.

1. The exercise price shall be adjusted in accordance with the following formula:

Price 1	=	Price 0 x [(A x MP) + BY]
		[MP x (A + B)]

1. The exercise ratio shall be adjusted in accordance with the following formula:

Ratio 1	=	Ratio 0 x [MP x (A + B)]
		[(A x MP) + BY]
In this regard,
Price 1	represents	the new exercise price after the
		change;
Price 0	represents	the former exercise price prior to the
		change;
Ratio 1	represents	the new exercise ratio after the
		change;
Ratio 0	represents	the former exercise ratio prior to the
		change;
MP	represents	the market price per share of the
		Company's ordinary shares;

1. represents the number of the ordinary shares which are fully paid as at the date prior to the closure date of the
   Company's shareholders register book to determine persons entitled to subscribe for the newly issued ordinary shares in the case of a rights offering and/or the date prior to the first day on which the newly issued ordinary shares are offered in the case of a public offering and/or a private placement (as the case may be);
2. represents the number of the newly issued ordinary shares offered in a rights

4

	offering and/or a public offering
	and/or a private placement;
BY	represents the amount of proceeds received less
	the amount of expenses incurred (if
	any) from the issuance of the newly
	issued ordinary shares offered in a
	rights offering and/or a public
	offering and/or a private placement.

1. In case the Company issues any new securities to its existing shareholders and/or to the public and/or to specific investors through a private placement and such securities confer the rights to convert/exchange into ordinary shares or the rights to purchase the ordinary shares (such as convertible debentures or warrants to purchase the ordinary shares) at the net price per share of the newly issued ordinary shares reserved for the exercise of rights as mentioned above below 90 percent of the market price per share of the Company's ordinary shares.
   The adjustment of the exercise price and the exercise ratio shall become effective immediately from the first day on which the purchasers of the Company's ordinary shares shall not be entitled to subscribe for the newly issued securities with the rights to convert/exchange into the ordinary shares or the rights to purchase the ordinary shares in the case of a rights offering, and/or the first day on which any newly issued securities with the rights to convert/exchange into the ordinary shares or the rights to purchase the ordinary shares are offered in case of a public offering or a private placement (as the case may be).
   "The net price per share of the newly issued ordinary shares reserved for the exercise of rights" shall be calculated from the total sum of proceeds the Company receives from the offering of securities which confer the rights to convert/exchange into the ordinary shares or the rights to purchase the ordinary shares less the amount of expenses incurred from the issuance of such securities (if any) and the sum of the proceeds received from the exercise of the rights to convert/exchange into the ordinary shares or the exercise of the rights to purchase the ordinary shares, then divided by the total number of the newly issued ordinary shares reserved for the exercise of the rights of such securities.
   "The market price per share of the Company's ordinary shares" means the trading value of the Company's ordinary shares, divided by the total number of the Company's issued ordinary shares, which have been traded on the SET during the period of 15 consecutive Business Days prior to the date of the calculation.
   "The date of the calculation" means the first day on which the purchasers of the Company's ordinary shares shall not be entitled to subscribe for the newly issued securities which confer the rights to convert/exchange into the ordinary shares or the rights to purchase the ordinary shares in the case of a rights offering, and/or the first day on which the securities which confer the rights to convert/exchange into the ordinary shares or the rights to purchase of the ordinary shares are offered in the case of a public

5