Sabuy Technology : Allotment of Additional Shares Under a General Mandate

SABUY 039/2022

August 15,2022

Subject: The Issuance and Allocation of the Capital Increase under a General Mandate

To: President

The Stock Exchange of Thailand

Attachment:

1. Information Memorandum on the Offering of Newly Issued Shares to Private Placement
2. Report form for the Issuance and Allocation of the Capital Increase under a General Mandate
   (F53-4-1)

Sabuy Technology Public Company Limited (the "Company") would like to inform the resolutions of the Board of Directors meeting No. 15/2022, held on August 11, 2022, Approved the issuance and allocation of newly issued ordinary shares under a General Mandate No.1 by issuing and allotting the Company's newly issued ordinary shares to Private Placement with details as follows:

The Company will issue and offer the Company's newly issued ordinary shares to specific persons (Private Placement) of 26,121,350 shares at the offering price of THB 20.00 per share, totaling THB 522,427,000 in which the offering price of such capital increase shares is a price of not less than 90 percent of the weighted average price of the Company's shares on the Stock Exchange of Thailand of the past 15 business days which equals to THB 17.05 per share to one investor in a private placement, namely, Ms. Saowaluck Jitsumrit. The said investor is a natural person who has real investment potential including having appropriate knowledge and experience or the potential to benefit or promote the Company's operations in the long term, or to be a Strategic Shareholder. In this regard, the Company will comply with the Notification of the Capital Market Supervisory Board No. Tor Chor. 72/2558 Subject: Permission for Listed Companies to Offer Newly Issued Shares to Private Placement (Codified Edition) ("Tor Chor 72/2558")

The market price for the issuance of newly issued ordinary shares to be allocated to the said investor, calculated from the weighted average price of the Company's ordinary shares in the Stock Exchange of Thailand ("SET") for the past 1 5 consecutive business days prior to the date on which the offering price is set. In this regard, the date of setting the offering price of the shares must not be later than 3 business days prior to the first day of the offering of shares to investors in accordance with the rules announced by Tor Chor 7 2 / 2 5 5 8 , with the offering price set date on August 11 , 2022 ( weighted average price between July 19 - August 10 , 2022) is THB 18.95.

In the event that the weighted average price of the Company's shares in the Stock Exchange of the past 7 - 15 business days prior to the offering price of such capital increase shares is lower than 90 percent of market price, the Company will notify the said investor of the Silent Period. As the first offering date of this

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share capital increase is on August 17, 2565, the 15 days period prior to the first offering date fall between July 25, 2022, and August 16, 2022. The Company will make calculation and inform the investor thereafter.

Moreover, the Board of Directors has assigned the Chief Executive Officer to have the power to perform various actions related to the issuance, offering, allocation and delivery of newly issued ordinary shares to the said investor, including (1) to enter into negotiations, enter into agreements and sign the shares subscription agreements and any other documents and contracts related to the issuing, offering, allocation; and delivery for the newly issued ordinary shares including carrying out various actions in connection with the issuing, offering, allocation and delivery for the newly issued ordinary shares (2) carry out various activities in connection with the exercise of the rights to subscribe for newly issued ordinary shares of investors, including overseeing the delivery of information and disclosing relevant details to the SET; and (3) Signing various permission request, waiver, documents and evidences necessary and relevant to the issuing, offering, allocation, and delivery of the newly issued ordinary shares which includes contact and requesting permission and waiver such documents and evidence to government agencies or relevant agencies and the introduction of the Company's newly issued ordinary shares Listed on the Stock Exchange and has the power to perform any other necessary and appropriate actions in connection with the issuing, offering, allocation, and delivery of the above-mentioned newly issued ordinary shares in order for the issuance and allocation of the newly issued ordinary shares to be offered to the said investor successfully. The details of the issuance and allocation of newly issued ordinary shares under a General Mandate No.1 appears in the Attachment 1 and 2.

Please be informed accordingly

Sincerely yours,

Sabuy Technology Public Company Limited

(Miss Duangruthai Sriwarom)

Company Secretary

Authorized Person to Disclose Information

หน้า2 จาก 2

-Translation-	Attachment 1
Information Memorandum on the Offering of Newly Issued Shares to Private Placement
	Sabuy Technology Public Company Limited
	August 11, 2022
The	Board of Directors Meeting No. 15/2022 of Sabuy Technology Public Company Limited

(the "Company") held on August 11, 2022, resolved to approve the important agenda as follows:

According to the resolution of the Extraordinary General Meeting of Shareholders No. 1/2022 convened on August 9, 2022, it was resolved to approve the allocation of newly issued ordinary shares by a general mandate (General Mandate) by allocating newly issued ordinary shares in the amount of not more than 80,000,000 shares, worth THB 1 per share, equivalent to 5.59 percent of the company's paid-up capital to specific investors. The meeting resolved to authorize the Board of Directors to consider the one-time offering of the newly issued ordinary shares in full or in part, offered for sale on a one-time basis or from time to time, including setting the offering price terms and other details related to the allocation of newly issued ordinary shares through a General Mandate.

The Board of Directors Meeting No. 15/2022, held on August 11, 2022, has considered and resolved to approve the issuance and allocation of newly issued ordinary shares under a General Mandate No.1 by issuing and allotting the Company's newly issued ordinary shares to Private Placement with details as follows:

1. Details of the offering

The Company will issue and offer the Company's newly issued ordinary shares to specific persons (Private Placement) of 26,121,350 shares at the offering price of THB 20.00 per share, totaling THB 522,427,000 in which the offering price of such capital increase shares is a price of not less than 90 percent of the weighted average price of the Company's shares on the Stock Exchange of Thailand of the past 15 business days which equals to THB 17.05 per share to one investor in a private placement, namely

	Shareholders	Share Amount	% After paid-up
1	Ms. Saowaluck Jitsumrit	26,121,350	1.79
	Total	26,121,350	1.79

The said investor which is a natural person who has real investment potential including having appropriate knowledge and experience or the potential to benefit or promote the Company's operations in the long term, or to be a Strategic Shareholder. In this regard, the Company will comply with the Notification of the Capital Market

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-Translation-

Attachment 1

Supervisory Board No. Tor Chor. 72/2558 Subject: Permission for Listed Companies to Offer Newly Issued Shares to Private Placement (Codified Edition) ("Tor Chor 72/2558")

The market price for the issuance of newly issued ordinary shares to be allocated to the said investor, calculated from the weighted average price of the Company's ordinary shares in the Stock Exchange of Thailand ("SET") for the past 15 consecutive business days prior to the date on which the offering price is set. In this regard, the date of setting the offering price of the shares must not be later than 3 business days prior to the first day of the offering of shares to investors in accordance with the rules announced by Tor Chor 72/2558, with the offering price set date on August 11, 2022 (weighted average price between July 19 - August 10, 2022) is THB 18.95.

No.	DATE	AMOUNT (Share)	SELL PRICE (THB)
1	10/8/2565	36,711,915	742,562,910
2	9/8/2565	81,458,019	1,709,876,810
3	8/8/2565	51,354,498	969,384,880
4	5/8/2565	24,163,884	461,156,600
5	4/8/2565	38,646,725	724,874,600
6	3/8/2565	6,270,614	110,372,490
7	2/8/2565	10,384,648	184,789,120
8	1/8/2565	12,035,810	216,634,020
9	27/07/2565	11,195,601	202,107,390
10	26/07/2565	5,454,117	96,393,430
11	25/07/2565	5,627,921	98,442,880
12	22/07/2565	9,773,993	169,879,830
13	21/07/2565	20,007,244	342,033,450
14	20/07/2565	14,409,667	236,782,100
15	19/07/2565	23,023,921	377,032,570
	Total	350,518,577	6,642,323,080
Weighted average price for 15 business days (THB per share)	18.95
90% of the weighted average price of 15 business days (THB per share)	17.05

In the event that the weighted average price of the Company's shares in the Stock Exchange of the past 7 - 15 business days prior to the offering price of such capital increase shares is lower than 90 percent of market price, the Company will notify the said investor of the Silent Period. As the first offering date of this share capital

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-Translation-

Attachment 1

increase is on August 17, 2565, the 15 days period prior to the first offering date fall between July 25, 2022, and August 16, 2022. The Company will make calculation and inform the investor thereafter.

In this regard, the Board of Directors has assigned the Chief Executive Officer to have the power to perform various actions related to the issuance, offering, allocation and delivery of newly issued ordinary shares to the said investor, including (1 ) to enter into negotiations, enter into agreements and sign the shares subscription agreements and any other documents and contracts related to the issuing, offering, allocation; and delivery for the newly issued ordinary shares including carrying out various actions in connection with the issuing, offering, allocation and delivery for the newly issued ordinary shares (2) carry out various activities in connection with the exercise of the rights to subscribe for newly issued ordinary shares of investors, including overseeing the delivery of information and disclosing relevant details to the SET; and (3) Signing various permission request, waiver, documents and evidences necessary and relevant to the issuing, offering, allocation, and delivery of the newly issued ordinary shares which includes contact and requesting permission and waiver such documents and evidence to government agencies or relevant agencies and the introduction of the Company's newly issued ordinary shares Listed on the Stock Exchangeand has the power to perform any other necessary and appropriate actions in connection with the issuing, offering, allocation, and delivery of the above-mentioned newly issued ordinary shares in order for the issuance and allocation of the newly issued ordinary shares to be offered to the said investor successfully.

2. Objectives, reasons and necessity of the issuance and allotment of newly issued shares to specific investors (Private Placement), including plans for the use of money in the future.

The Company will invest the proceeds from the sale of shares to the investor in the following business:

Details	Value
1. As a partial payment of the investment in	522,427,000
ordinary shares of Asiasoft Corporation
Public Company Limited ("AS")
Total	522,427,000

In this regard, the details of the investment can be found in the Information Memorandum on Acquisition of Assets of Sabuy Technology Public Company Limited (Schedule 1) in the "AS Transaction"

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