Ua Withya Public : Information Memorandum

-Translation-

Information Memorandum

Description, Condition and Major Characteristics of Warrant of STOWER Public Company Limited No. 4 (STOWER-W4)

Number of Warrants		3,704,416,175 Units
Underlying Shares		3,704,416,175	Shares (Par Value = Baht 0.10)
Allocation of Warrants	The Company	will allocate and offer warrants to	existing shareholders who
				subscribed newly issued ordinary shares in proportion of 1.50 existing shares per
				1 newly-issued share in the rate of 2.70 newly-issued share per 1 warrant as
				whose name appeared on the list of shareholders on April 1, 2022 (the record date).
Major Holders	As of June 16, 2022
	Item		Name		No.	% of present listing
			of Warrants	Warrants
1	Capital Engineering Network Plc.	2,148,148,148	57.989
2	Mr. Jiravut	Kuwanun		111,111,111	2.999
3	Mr. Bordin Krittiyarangsan	103,703,703	2.799
4	Mr. Pavaris	Taveerujjana		100,000,000	2.699
5	BNP PARIBAS SINGAPORE BRANCH	66,666,666	1.800
6	Mrs.Kanokwan Yordvanid		49,382,715	1.333
7	Mrs.Naytika Korepinthanon	39,506,172	1.066
8	Mr. Artchada Kasatesuk		37,037,037	1.000
9	Mr. Salin Janjamjaras		35,802,468	0.966
10	Mr. Somchart Namsricharoensuk	30,950,370	0.835
11	Others			982,107,785	26.52
			Grand Total	3,704,416,175	100.00

1

Exercise Right of Warrants

1. Exercise Date
   The first Exercise Date shall be on September 15, 2022. Warrant Holders can exercise their rights to purchase the Company's ordinary shares on 15th of March, June, September and December through the age of warrant. If the Exercise Date falls on a day which is not a business day, then the Exercise Date shall be moved up to the business day prior to such Exercise Date. The Last Exercise Date shall be the date that such warrants aged 2 years from the issuance date that is on 15th June 2024. If the Last Exercise Date falls on a day which is not a business day, then the last Exercise Date shall be moved up to the business day prior to such Exercise Date that is on 14th June 2024. However, the date is a holiday, therefore the date has been postponed to the previous business day on June 14, 2024. In addition, the company is prohibited from claiming the right to convert prematurely.
2. Exercise Right
   To exercising the warrants, the Warrant Holders might exercise their rights either in whole or in part of total units of warrant held by each of them.
3. Notification Period for the Exercise of Warrant
4. 1. The Notification period for Exercise Warrant on each Exercise Date (Except for the Last Exercise Date)
      The Warrant Holders who wish to exercise their rights to purchase the Company's ordinary shares shall deliver a notification to exercise the warrants following the procedures ( " Exercise Procedures") at least 5 business days prior to each Exercise Date (the "Notification Period") during 9:00 a.m. - 3:00 p.m.
   2. The Notification period for Exercise Warrants on the Last Exercise
      The Warrant Holders shall deliver a notification to exercise the warrants following the procedures ( " Exercise
      Procedures") at least 15 days prior to the Last Exercise Date (the "Last Notification Period") between 9:00 a.m.
      - 3:00 p.m.

In this regard, the Company shall close the Warrant Register Book for suspending the transfer of warrants for a period of 2 1 days prior to the Last Exercise Date. In such case, the SET shall 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 case that

the first day of the book closing date falls on a day which is not a SET's business day, such date shall be

moved up to the business day prior to such date. In this regard, the trading of Warrants shall be suspended until the Last Exercise Date.

Adjustment of Exercise Price and Exercise Ratio

The Company will adjust the exercise price and/or exercise ratio of the newly issued ordinary shares through the age of the warrant when under a circumstance as the following. That the Company will notice to change the exercise price and exercise ratio immediately or before the effective date of exercise price and ratio.

1 The Company changes the par value of its ordinary shares as a result of the consolidation or split of its issued ordinary shares. The adjustment of the exercise price and the exercise ratio shall be effectived according to the notification through the SET Link.

2

1. The Company offers its ordinary shares by rights issue to the existing shareholders (Rights Offering) and/or public offering and/or private placement at "Net price per share of the newly issued ordinary shares" which is lower than 9 0 % of the "Market price per share of the Company's ordinary shares". The adjustment of the exercise price and the exercise ratio shall be effective immediately from the first date that the purchaser of ordinary shares will not obtain rights to subscribe for the newly issued ordinary shares (the first day that the SET posts an XR sign) in case of rights issue to the existing shareholders (Right Offering) and/or the first date of such offering in case of public offering and/or private placement, as the case may be.
2. The Company offers any newly issued securities by rights issue to the existing shareholders and/or public offering, and/or private placement and such securities give rights to convert or change into ordinary shares or give the rights to subscribe for the Company's ordinary shares ("Newly issued convertible securities"), such as convertible debentures or warrants to purchase ordinary shares) where "Net price per share of the newly issued ordinary shares reserved for the exercise of the rights" to accommodate such rights is lower than 90% (ninety) of "Market price per share of the Company's ordinary shares"
   The adjustment of the exercise price and the exercise ratio shall be effective immediately from the first date that the purchaser of ordinary shares will not obtain rights to subscribe for any newly issued securities that are convertible or changeable into ordinary shares or give the rights to subscribe for the Company's ordinary shares (the first date that the SET posts an XR sign) in case of rights issue to the existing shareholders (Right Offering), and/or the first date offering the newly issued securities that are convertible or changeable into ordinary shares or that give the rights to subscribe for the ordinary shares in case of public offering and/or private placement, as the case may be.
3. The Company pays stock dividend, whether in whole or in part, in the form of the Company's newly issued shares. The adjustment of the exercise price and the exercise ratio shall be effective immediately from the first date that the purchaser of ordinary shares shall not obtain the rights to receive such stock dividend (the first date that the SET posts XD sign).
4. The Company pays cash dividend at a rate higher than 40% of the Net profit of the Company's consolidated
   Financial Statement (audited) after deducted by retained loss, legal reserves, minority interest, and income tax on the operating performance in such accounting period throughout the terms of warrants. The adjustment of the exercise price and the exercise ratio shall be effective immediately from the first date that the purchaser of ordinary shares shall not obtain the rights to receive cash dividend (the first date that the SET posts XD sign).
   In this regard, such dividend payment rate is based on the Company's dividend policy after corporate income tax and statutory reserve.
   The percentage of the dividend payment to shareholders shall be calculated by dividing the actual dividend paid in each accounting period by the net profit, including the retain earning, of the Company's consolidated Financial Statement (audited) after deducted by retained loss, legal reserves, minority interest, and income tax on the operating performance in the same accounting period. Such actual dividend paid shall also include the interim dividend paid in each accounting period.

3

1. In any events other than those stated in Clause 1 - Clause 5 above that may impair the Warrant Holders' obtainable rights and benefits, the Company shall fairly consider and determine to adjust the exercise price and/or the exercise ratio (and/or adjust the number of Warrants instead of the exercise ratio), without lessening the Warrant Holders' rights and benefits. The result of such consideration shall be deemed ultimatum. The Company will notify the SEC, SET, and the Warrant Registrar of relevant details immediately or before the effective date of the new exercise price and exercise ratio.
2. The calculation of the adjustment to the exercise price and the exercise ratio in accordance with Clause 1 through 6 above shall be independent on one another and shall be based on the order of occurrence of the comparison to the market price of the Company's ordinary shares. In case more than one circumstance simultaneously occurs, the calculation of adjustment shall be made in a respective order of Clauses 1, 5, 4, 2, 3, and 6 In each calculation, the exercise price and the exercise ratio shall remain in a 5 decimal digit number.
   In case of the change in the exercise price caused the new exercise price lower than the par value, the par value will be used as the exercise price instead.
3. The calculation of the adjustment of the Exercise Price and/or the Exercise Ratio pursuant to Clause 1 - Clause 6 shall not be changed in a way which will cause the Exercise Price to increase and/or the Exercise Ratio to decrease, except for the case of the consolidation of shares. The proceeds from the exercise of rights shall be calculated from the new exercise price after the adjustment (with the 5 digits of decimal) multiplied by numbers of the ordinary shares (the number of the ordinary shares shall be calculated from the new exercise ratio after the adjustment multiplied by the amount of warrants being exercised, any decimal fraction of shares shall be disregarded), in additional, any decimal fraction of the proceeds from such calculation, less than 1 Baht shall be disregarded.
4. In adjusting the Exercise Price and/or Exercise Ratio as specified in Clause 1 - Clause 6 and/or the issuance of new warrants instead of adjusting the exercise ratio as specified in Clause9 , the Company shall inform the details of the adjustment of exercise ratio and price of warrant immediately or before 9.00 am of day at which the adjusted ratio and exercise price to be effective, through the SET Link

Silent Period	None
Others	None
Financial Advisor	None
Prepared By	STOWER Public Company Limited

-Surapong Sae Yong-	- Natchapoln Patcharamaneepakorn -
(Mr. Surapong Sae Yong)	(Mr. .Natchapoln Patcharamaneepakorn)
Director	Director
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