Health Empire Public : Notification of the Extraordinary General Meeting of Shareholders No. 1/2022

Ref. HEMP-037/2022

		August 9, 2022
Subject	:	Notification of the Extraordinary General Meeting of Shareholders No. 1/2022
To	:	President
		The Stock Exchange of Thailand

Health Empire Corporation Public Company Limited ("the Company") wishes to report the resolution of the Extraordinary General Meeting of Shareholders No. 1/2022 held on August 9, 2022 at 08:30 a.m. through the use of teleconference via electronic devices in accordance with the Royal Decree on Teleconferences through an Electronic Means BE. 2563. At the start of the meeting, there were shareholders attending by themselves 6 individuals holding in aggregate 62,228,992 shares, and assignees under proxy from shareholders 26 individuals holding in aggregate 175,671,920 shares, and totaling 32 individuals holding in aggregate 237,900,912 shares accounting for 66.88 percent of the issued and paid-up shares totaling 355,699,500 shares of the company, which has more than 25 shareholders. The total number of shares is greater than one-third of the total number of shares sold, and a quorum was formed in accordance with the law and the Company's Articles of Association.

The shareholders resolved for each agenda as follows:

Agenda 1: The Minutes of the 2022 Annual General Meeting of the Shareholders, held on April 28, 2022 were certified with the following votes:

Approved	238,354,112	votes	equal to	100.00	percent
Disapproved	0	votes	equal to	0.00	percent
Abstained	0	votes	equal to	0.00	percent

of the shareholders attending the meeting and having the right to vote

Resolution The resolution for this agenda item must be adopted with a majority of votes of shareholders attend the Meeting and entitle to vote.

Remark: This agenda was attended by 1 additional shareholder and proxy from the shareholders' meeting, for a total of 33 individuals accounting for 238,354,112 shares.

Given that Agenda 2 and Agenda 3 of the Extraordinary General Meeting of Shareholders No. 1/2022 are interrelated, should either particular item not be approved by the Extraordinary General Meeting of Shareholders No. 1/2022, the remaining interrelated agenda items shall not longer be considered accordingly and the approved agenda items shall be deemed to be cancelled.

1

เลขที่51 อาคารเมเจอร์ ทาวเวอร์ พระราม9 - รามคาแหง ชนที่้ั20 ห้องเลขที่OFFICE 2 ถนนพระราม 9 แขวงหัวหมาก เขตบางกะปิ กรุงเทพมหานคร10240

51 MAJOR TOWER RAMA 9 - RAMKUMHANG FL. 20 OFFICE 2, RAMA 9 RD, HUAMAK, BANGKAPI, BANGKOK 10240

Tax. 0107546000440 Tel. [phone]

Agenda 2: Unanimously approved the increase of the Company's registered capital by THB 49,366,750 from the existing registered capital of THB 533,549,250 to be THB 582,916,000 by issuing not exceeding 49,366,750 new ordinary shares at a par value of THB 1 per share and the amendment to Clause 4 of the Memorandum of Association of the Company to be in line with the increase of the Company's registered capital with details as

proposed in all respects, with the votes as follow:
Approved	238,354,112	votes	equal to	100.00	percent
Disapproved	0	votes	equal to	0.00	percent
Abstained	0	votes	equal to	0.00	percent

of the shareholders attending the meeting and having the right to vote

Resolution The resolution for this agenda must be approved by votes of at least three-fourths of the total number of shareholders present and voting at the meeting.

Remark: There were 33 individuals with shareholding and proxy rights, accounting for 238,354,112 shares.

Agenda 3: Unanimously approved the issuance and allocation of not exceeding 49,366,750 new ordinary shares of the Company at a par value of THB 1 per share (1) by offer by the way of private placement in an amount not exceeding 11,250,000 shares; (2) to reserve for the rights adjustment for exercise of the right under the Warrants to Purchase Ordinary Shares of the Company Series 2 (HEMP-W2) in an amount not exceeding 2,546,800 shares; and

1. by offer by means of General Mandate for offering by way of Private Placement in an amount not exceeding 35,569,950 shares at a par value of THB 1 per share with details as proposed in all respects, with the votes as follow:

Agenda 3.1: Unanimously approved the allocation of the newly issued ordinary shares by means of an offer by the way of private placement in an amount not exceeding 11,250,000 shares with details as proposed in all respects, with the votes as follow:

Approved	238,354,112	votes	equal to	100.00	percent
Disapproved	0	votes	equal to	0.00	percent
Abstained	0	votes	equal to	0.00	percent

of the shareholders attending the meeting and having the right to vote

Resolution The resolution for this agenda requires approval by votes of not less than three-fourths of the total number of shareholders who attend and have the right to vote at the meeting.

Remark: There were shareholding and proxy totaling 33 individuals accounting for 238,354,112 shares.

2

เลขที่51 อาคารเมเจอร์ ทาวเวอร์ พระราม9 - รามคาแหง ชนที่้ั20 ห้องเลขที่OFFICE 2 ถนนพระราม 9 แขวงหัวหมาก เขตบางกะปิ กรุงเทพมหานคร10240

51 MAJOR TOWER RAMA 9 - RAMKUMHANG FL. 20 OFFICE 2, RAMA 9 RD, HUAMAK, BANGKAPI, BANGKOK 10240

Tax. 0107546000440 Tel. [phone]

Agenda 3.2: Unanimously approved the allocation of the newly issued ordinary shares to reserve for the rights adjustment for exercise of the right under the Warrants to Purchase the Ordinary Shares of the C ompany Series 2 (HEMP-W2) in an amount not exceeding 2,546,800 shares with details as proposed in all respects, with the votes as follow:

Approved	238,354,112	votes	equal to	100.00	percent
Disapproved	0	votes	equal to	0.00	percent
Abstained	0	votes	equal to	0.00	percent

of the shareholders attending the meeting and having the right to vote

Resolutions The resolution for this agenda item must be adopted by a majority of votes of the shareholders present at the meeting and casting their votes.

Remark: There were shareholding and proxy totaling 33 individuals accounting for 238,354,112 shares.

Agenda 3.3: Unanimously approved the allocation of the newly issued ordinary shares by the means of General Mandate in an amount not exceeding 35,569,950 shares with details as proposed in all respects, with the votes as follow:

Approved	238,354,112	votes	equal to	100.00	percent
Disapproved	0	votes	equal to	0.00	percent
Abstained	0	votes	equal to	0.00	percent

of the shareholders attending the meeting and having the right to vote

Resolution The resolution for this agenda item must be adopted by a majority of votes of the shareholders present and casting their votes at the meeting.

Remark: There were shareholding and proxy totaling 33 individuals accounting for 238,354,112 shares.

Agenda 4: Consideration of other matters (if any) - None -

Please be notified accordingly.

Yours Faithfully,

Mr. Samart Chuasiriphatana

CEO

3

เลขที่51 อาคารเมเจอร์ ทาวเวอร์ พระราม9 - รามคาแหง ชนที่้ั20 ห้องเลขที่OFFICE 2 ถนนพระราม 9 แขวงหัวหมาก เขตบางกะปิ กรุงเทพมหานคร10240

51 MAJOR TOWER RAMA 9 - RAMKUMHANG FL. 20 OFFICE 2, RAMA 9 RD, HUAMAK, BANGKAPI, BANGKOK 10240

Tax. 0107546000440 Tel. [phone]