International Research : Schedule the Extraordinary Meeting of Shareholders No. 2/2022, the Companys registered capital increase and the allocation of the newly issued ordinary shares

บมจ.เลขที่ 0107546000024

No. EM-IRCP74-65

August 15, 2022

Subject Schedule the Extraordinary Meeting of Shareholders No. 2/2022, the Company's registered capital increase and the allocation of the newly issued ordinary shares

To	Directors and Managers
	Stock Exchange of Thailand
Attachment	1. Capital Increase Report Form (F53-4)
	International Research Corporation Public Company Limited (the"Company") hereby report the resolution of the
Board of Directors' Meeting No. 5/2022 held on August 15, 2022 with important details as follows:
	1. Approved to propose the Extraordinary General Meeting of Shareholders No. 2/2022 to consider and approve the
	increase of the Company's registered capital by 4 8 ,0 2 0 ,3 2 9 . 0 0 Baht from the existing registered capital of
	265,525,721.50 Baht to the new registered capital of 313,546,050.50 Baht by issuing 96,040,658 newly issued
	ordinary shares at the par value of 0.50 Baht to accommodate the exercise of conversion rights of the
	convertible debentures issued and offered to Advance Opportunities Fund ("AO Fund") and Advance
	Opportunities Fund 1 ("AO Fund 1 ") in accordance to the resolution of the Extraordinary General Meeting of
	Shareholders No. 1/2022 (the"Convertible Debentures") held on March 1, 2022, as detailed in the Capital
	Increase Form (F53-4) (Attachment 1).
	2. Approved to propose the Extraordinary General Meeting of Shareholders No. 2/2022 to consider and approve the
	amendment of Clause 4 of the Company's Memorandum of Association to reflect the increase of the Company's

registered capital, as follows:
"Article 4 Registered	313,546,050.50	Baht	(Three hundred thirteen million five
Capital			hundred forty-six thousand fifty baht
			fifty satang)
Equivalent to:	627,092,101	shares	(Six hundred twenty-seven million
			ninety-two thousand one hundred one
			share)
Par value:	0.50	Baht	(Fifty satang)
Consisting of:
Ordinary share:	627,092,101	shares	(Six hundred twenty-seven million
			ninety-two thousand one hundred one
			share)
Preferred share:	-	shares	(- shares)"

In this regard, appoints the Board of Directors, authorized director, Chief Executive Officer, or persons appointed by the Board of Directors, authorized director, or Chief Executive Officer the power of attorney to

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199 Column Tower 7th Floor Ratchadapisek Road, Khlong Toei Subdistrict, Khlong Toei District, Bangkok 10110 Thailand Tel : [phone] Fax : [phone] www.ircp.co.th

บมจ.เลขที่ 0107546000024

consider and specify the details and conditions of such capital increase, as well as correcting misspelt words or phrases in the minutes of shareholders' meeting, memorandum of association, and/or various registration forms and/or other proceedings stipulated by the registrar in the registration of capital increase and memorandum of association amendment with the Ministry of Commerce, Department of Business Development, including the listing of newly issued ordinary shares on the Market for Alternative Investment (the"MAI") and the submission of evidence documents to the Office of the Securities and Exchange Commission, the Stock Exchange of Thailand, or other related agencies.

1. Approved to propose to the Extraordinary General Meeting of Shareholders No. 2/2022 to consider and approve the allocation of the newly issued ordinary shares, whether once or several times, not exceeding, 96,040,658 shares with the par value of 0.50 Baht per share (equivalent to 2 2.78% of all paid-up shares of the Company after the registration of the Company's paid-up capital increase on the assumption that the conversion rights of the Convertible Debentures are fully exercised) to accommodate the exercise of conversion rights of the Convertible Debentures issued and offered to AO Fund and AO Fund 1 in accordance to the resolution of the Extraordinary General Meeting of Shareholders No. 1/2022 held on March 1, 2022. The conversion price of the Convertible Debentures must not be lower than 90% of the market price whereas the market price is calculated based on the weighted average price of the Company's shares trading on the MAI for not less than 7 consecutive business days, but not more than 15 consecutive business days prior to the day the debenture holders exercise their conversion rights. The weighted average price is calculated from the closing price weighted by the trading volume of each consecutive business days in accordance with the rules prescribed in the Notification of the Capital Market Supervisory Board No. TorJor. 17/2561 Re: Application for and Approval of the Offering for Sale of Newly Issued Debt Instruments and the Notification of the Office of the Securities and Exchange Commission No. SorJor. 39/2551 Re: Calculation of Offering Price of Securities and Determination of Market Price for Consideration of an Offer for Sale of Newly Issued Shares at a Low Price (Remarks: Market price will be calculated by specifying 2 decimal places. If the 3rd decimal place is 5 or more, it will be rounded up. The conversion price of the convertible debentures will be calculated by specifying 3 decimal places. If the 4th decimal place is 5 or more, it will be rounded up.). Details are shown in the Capital Increase Report Form (F53-4) (Attachment 1).
2. Approved to schedule the Extraordinary General Meeting of Shareholders No. 2/2022 to be held on October 18, 2022, during 14.00 hrs. via electronic meeting (E-Meeting), details and steps to attend the meeting will be informed through the Invitation to the Extraordinary General Meeting of Shareholders No. 2/2022, to consider to following agendas:

Agenda 1 Consider and certify the Minutes of the Annual General Meeting of Shareholders of 2022

Agenda 2 Consider and approve the increase of the Company's registered capital

Agenda 3 Consider and approve the amendment of Article 4 of the Company's Memorandum of Association to reflect the capital increase

Agenda 4 Consider and approve the allocation of the Company's newly issued ordinary shares to accommodate the exercise of conversion rights of the Convertible Debentures issued and offered in accordance to the resolution of the Extraordinary General Meeting of Shareholders No. 1/2022 held on March 1, 2022.

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199 Column Tower 7th Floor Ratchadapisek Road, Khlong Toei Subdistrict, Khlong Toei District, Bangkok 10110 Thailand Tel : [phone] Fax : [phone] www.ircp.co.th

บมจ.เลขที่ 0107546000024

Agenda 5 Consider other matters (if any)

In addition, due to the spread of the Corona Virus 19 (COVID-19) the Board of Directors appointed the power of attorney to the Chief Executive Offer and/or authorized directors and/or persons appointed by the Chief Executive Officer and/or authorized directors to proceed with any action in relation to notifying the Extraordinary General Meeting of Shareholders No. 2/2022, including the issuance of the Notice of the Extraordinary General Meeting of Shareholders No. 2/2022, determining and amending of the date, time, place, and other details as necessary or appropriate.

The Company will schedule to date to determine the list of shareholders Record Date who are entitled to attend the Extraordinary General Meeting of Shareholders No. 2/2022 on August 30, 2022.

Please be informed accordingly.

Yours sincerely,

Mr. Dan Hetrakul

Chief Executive Officer

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199 Column Tower 7th Floor Ratchadapisek Road, Khlong Toei Subdistrict, Khlong Toei District, Bangkok 10110 Thailand Tel : [phone] Fax : [phone] www.ircp.co.th

Attachment 1

(F53-4)

Capital Increase Report Form

International Research Corporation Public Company Limited

August 15, 2022

International Research Corporation Public Company Limited (the"Company") hereby report the resolution of the Board of Directors' Meeting No. 5/2022 held on August 15, 2022 in regards to the capital increase, and allocation of such shares as follows:

1. Increase of Capital

The Board of Directors' Meeting resolved to propose the Extraordinary General Meeting of Shareholders No. 2/2022 to consider and approve the increase of the Company's registered capital by 48,020,329.00 Baht from the existing registered capital of 265,525,721. 50 Baht to the new registered capital of 313,546,050. 50 Baht by issuing, not exceeding, 96,040,658 newly issued ordinary shares at the par value of 0.50 Baht to accommodate the exercise of conversion rights of the convertible debentures issued and offered to Advance Opportunities Fund ("AO Fund") and Advance Opportunities Fund 1 ("AO Fund 1 ") in accordance to the resolution of the Extraordinary General Meeting of Shareholders No. 1/2022 (the"Convertible Debentures") held on March 1, 2022, with details as follows:

Type of Capital Increase	Type of Securities	Number of shares	Par value	Total
			(Baht/share)	(Baht)
 Specifying the purpose of	Ordinary	96,040,658	0.50	48,020,329.00
utilizing the capital	Preferred	-	-	-
General Mandate	Ordinary	-	-	-
	Preferred	-	-	-

• Specifying the purpose of utilizing the capital: please fill in all of the following items except item No. 2.2
• General Mandate: please fill in only items No.2.2, No.3, and No.4

2. Allocation of capital increase shares

2.1	Specifying the purpose of utilizing the capital
	Allocated to	Number of	Ratio	Selling price	Subscription	Remark
		shares	(old : new)	(THB/share)	and payment
					period
To additionally	Not exceeding	Conversion	Not less than 90%	The Company will	Please consider
accommodate for the	96,040,658.00	ratio is equal	of the market	specify later,	the remarks
shares accommodated	shares	to the	price (conversion	please consider	below, no. 2 - 4,
for the exercise of		principal	price)	the remarks	and the
conversion rights for		amount of		below	Summary of
the Convertible		the			Important Terms
Debentures offered to		Convertible			and Conditions of
AO Fund and AO Fund		Debenture			the Convertible
1			to be			Debentures,
(Please consider		converted			Attachment 1.
remarks no. 1)		divided by
			the
			conversion
			price

1

Attachment 1

Remarks:

1. AO Fund and AO Fund 1 are both Open-ended Funds, which limits its exemption of liability in the Cayman Islands. AO Fund and AO Fund 1 are both structured as mutual funds regulated by the Monetary Authority of the Cayman Islands. AO Fund and AO Fund 1 have a medium to long term investment objective by using financial instruments to financially support small and medium-sized companies listed on the Stock Exchange of Thailand. AO Fund and
   AO Fund 1's investment strategy is to provide funding to different companies to be used as working capital, for expansion, for merger, as stipulated in debt restructuring. In addition, AO Fund and AO Fund 1 are both funds that have invested in convertible bonds issued and sold by more than 13 companies listed on the Stock Exchange in Thailand since 2011.
   Zico Asset Management Private Limited ("ZICOAM") is a fund manager of AO Fund and AO Fund 1 which is registered in Singapore and is an Asset Management Company registered with the Monetary Authority of Singapore. ZICOAM has been appointed by AO Fund and AO Fund 1to be the fund manager and appraiser of all types of investments of AO Fund and AO Fund 1. Therefore, AO Fund and AO Fund 1 is an Institutional Investor pursuant to Clause 4(10) of the Notification of the Securities and Exchange Commission No. KorJor. 4/2560 Re: Determination of the Definitions of Institutional Investor, Ultra-high Net Worth Investor and High Net Worth Investor, and this offer for sale of the Convertible Debentures by private placement is in accordance with Clauses 43 and 56 of the Notification No. TorJor. 17/2561.
2. The Board of Directors' Meeting No. 5/2022 approved to propose the Extraordinary General Meeting of Shareholders No. 2/2022 to consider and approve the increase of the Company's registered capital by 48,020,329.00 Baht from the existing registered capital of 265,525,721.50 Baht to the new registered capital of 313,546,050.50 Baht by issuing, not exceeding, 96,040,658 newly issued ordinary shares at the par value of 0.50 Baht to accommodate the exercise of conversion rights of the Convertible Debentures issued and offered in accordance to the resolution of the Extraordinary General Meeting of Shareholders No. 1/2022.
3. The Board of Directors' Meeting No. 5/2022 approved to propose to the Extraordinary General Meeting of Shareholders No. 2/2022 to consider and approve the allocation of the newly issued ordinary shares, whether once or several times, not exceeding 96,040,658 shares with the par value of 0.50 Baht per share to accommodate the exercise of conversion rights of the Convertible Debentures issued and offered in accordance to the resolution of the Extraordinary General Meeting of Shareholders No. 1/2022 held on March 1, 2022. The conversion price of the Convertible Debentures must not be lower than 90% of the market price whereas the market price is calculated based on the weighted average price of the Company's shares trading on the Market for Alternative Investment (the"MAI") for not less than 7 consecutive business days, but not more than 15 consecutive business days prior to the day the debenture holders exercise their conversion rights. The weighted average price is calculated from the closing price weighted by the trading volume of each consecutive business days in accordance with the rules prescribed in the Notification of the Capital Market Supervisory Board No. TorJor. 17/2561 Re: Application for and Approval of the Offering for Sale of Newly Issued Debt Instruments and the Notification of the Office of the Securities and Exchange Commission No. SorJor. 39/2551 Re: Calculation of Offering Price of Securities and Determination of Market Price for Consideration of an Offer for Sale of Newly Issued Shares at a Low Price (Remarks: Market price will be calculated by specifying 2 decimal places. If the 3 rd decimal place is 5 or more, it will be rounded up. The conversion price of the convertible debentures will be calculated by specifying 3 decimal places. If the 4th decimal place is 5 or more, it will be rounded up.).

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