Asia Biomass : Resolutions of the Board of Directors' Meeting No. 3/2022 regarding the date of the Extraordinary General Meeting of the Shareholders the capital increase, the issuance of warrants and the allocation of newly issued ordinary shares (Revised)

Asia Biomass Public Company Limited

บริษัท เอเชยี ไบโอแมส จำกดั (มหำชน)

No. 273/2 Rama 2 Rd., Samaedam, Bangkhuntian 10150

Tel. [phone] Fax. [phone] Email: www.asiabiomass.com

Registration No. : 0107560000061

Ref. No. ABM-EL 007/2022

August 10th , 2022

Subject: Resolutions of the Board of Directors' Meeting No. 3/2022 regarding the date of the Extraordinary General Meeting of the Shareholders No. 1/2022, the capital increase, the issuance of warrants and the allocation of newly issued ordinary shares (Revised)

To: Directors and Managers Stock Exchange of Thailand

Enclosures

1. Summary of the preliminary details of the warrants to purchase ordinary shares of Asia Biomass Public Company Limited No. 1 ( ABM- W1) to be allocated to the existing shareholders of the Company. subscribed and allocated the newly issued ordinary shares issued and offered to the existing shareholders in proportion to their respective shareholdings ( Right Offering) and the impact on the shareholders
2. Capital Increase Report Form (F53-4)

The Board of Directors Meeting of Asia Biomass Public Company Limited ("the company") No. 3/2022 held on August 10, 2022 resolved to approve the important issues as follow:

1. Approved to propose to the Extraordinary General Meeting of Shareholders No. 1/ 2022 to consider and approve the minutes of the 2022 Annual General Meeting of Shareholders.
2. Approved to propose to the Extraordinary General Meeting of Shareholders No. 1/ 2022 to consider the issuance and offering of newly issued common shares in the amount of not more than 100,000,000 with a par value of 0.50 baht per share, totaling 50,000,000 baht to ordinary shareholders of the company with rights to be allocated in proportion to their respective shareholdings ( Right Offering) ( " the newly issued common shares offered to the existing shareholders" ) at the offering price of 1. 80 baht per share by allocating in the ratio of 3 existing common shares per 1 newly issued share, in case there is a fraction of a share, such fraction shall be discarded. In addition, the shareholders can subscribe for the newly issued common shares more than their rights by allocating the newly issued common shares that have not been subscribed in the first allocation to the shareholders who oversubscribe. And paid the subscription price for all shares by allocating the remaining shares to be in accordance with the existing shareholding proportion of the shareholders who over-subscribe in each round (Right Offering)

Asia Biomass Public Company Limited

บริษัท เอเชยี ไบโอแมส จำกดั (มหำชน)

No. 273/2 Rama 2 Rd., Samaedam, Bangkhuntian 10150

Tel. [phone] Fax. [phone] Email: www.asiabiomass.com

Registration No. : 0107560000061

In the case of subscription for newly issued common shares to offer shares to the existing shareholders in proportion to their shareholding (Right Offering), resulting in any subscriber holding shares or crossing the point required by law to make an offer buying all securities of the company. The subscriber is obliged to act in accordance with the relevant laws and regulations.

Here of, the date for determining the names of shareholders who are entitled to offer the newly issued common shares to the existing shareholders in proportion to their respective shareholdings (Right Offering) (Record Date) is on September 23, 2022. There are still uncertainties. and subject to approval from the Extraordinary General Meeting of Shareholders.

By assigning the Board of Directors and/or Chief Executive Officer and/or any other person appointed by the Board of Directors and/or Chief Executive Officer is authorized to perform the following actions:

1. Consider the details of the allocation of newly issued common shares to offer for sale to the existing shareholders of the company in proportion to their shareholding in accordance with the laws and regulations related to the issuance and offering of securities under Thai law and laws or regulations of foreign countries.
2. Define or change Method of allocation of newly issued ordinary shares, such as allotment at one time, in whole or on several occasions offering period Offering ratio, offering price, payment method or details on other allocations and offerings.
3. Sign the request for permission, request for waiver, notice as well as any documents related to the allocation of the newly issued common shares. This includes contacting and filing documents with officials or representatives of any relevant authority as well as listing the company's newly issued common shares as listed securities on the Stock Exchange of Thailand. ("SET") and
4. Take any action necessary and relevant to the allocation of the newly issued common shares in all respects to be offered to the existing shareholders of the company in proportion to their shareholding under the terms of the relevant laws.

3. Approved to propose to the Extraordinary General Meeting of Shareholders No. 1/ 2022 to consider and approve the issuance of warrants to purchase common shares of the company No. 1 (" ABM-W1") in the amount not exceeding 50,000,000 Units or equivalent to 12. 50% of the company's paid- up capital as of the Board of Directors Meeting No. 3/ 2022, held on August 10, 2022, including the number of common shares to be issued and offered to the existing shareholders of the company. Under the assumption that the whole number of rights were exercised by allocating to the existing shareholders of the company who subscribe for the company's newly issued common shares in proportion to their subscription by free of charge ( zero baht) in the ratio of 2 newly issued shares per 1 unit of warrants No. 1 ( ABM- W1) , such warrants are valid for 2 years from the date of issuance. The exercise ratio of the warrants is 1 unit per 1

Asia Biomass Public Company Limited

บริษัท เอเชยี ไบโอแมส จำกดั (มหำชน)

No. 273/2 Rama 2 Rd., Samaedam, Bangkhuntian 10150

Tel. [phone] Fax. [phone] Email: www.asiabiomass.com

Registration No. : 0107560000061

common share and the exercise price is 1. 80 baht per share ( except in the case of adjustment of the exercise price) . However, preliminary details of the warrants to purchase the ordinary shares of Asia Biomass Public Company Limited No. 1 (ABM-W1) to be issued and offered to the existing shareholders of the company who subscribe for the newly issued common shares of the company in proportion to the subscription and impact on shareholders. (Enclosure 1)

In addition, assign the Board of Directors and/ or the Chief Executive Officer and/ or any other person appointed by the Board of Directors and/ or the Chief Executive Officer to has the power to determine or change the necessary details and conditions and/or concerning with the issuance and allocation of the warrant (ABM-W1) in all respects under the terms of relevant laws and within the framework of the approval of the Extraordinary General Meeting of Shareholders No. 1/2565. Regarding the mentioned details before including but not limited to ( a) Preparation of the terms and conditions of the warrant ( ABM- W1) ; ( b) Details relating to the allocation of the warrant (ABM-W1); (c) Providing information, contact, arrangement, sign, delivery of any documents necessary or related to the issuance and allocation of the warrant (ABM-W1) to the Securities and Exchange Commission, The Stock Exchange of Thailand, Thailand Securities Depository Company Limited, Ministry of Commerce and other related agencies or persons; ( d) Listing of warrants and common shares arising from the exercise of rights to purchase common shares under the warrants (ABM-W1) in the Stock Exchange of Thailand (e) Appointment of a proxy, etc. , and to be empowered to take any necessary and appropriate actions in connection with the issuance and allocation of the warrant ( ABM- W1) for the issuance and allocation of the warrant ( ABM- W1 ) accomplishes anything.

1. Approved to propose to the Extraordinary General Meeting of Shareholders No. 1/ 2565 to consider and approve the increase of the Company's registered capital Total amount of 75,000,000 baht from the original registered capital of 150,000,000 baht divided into 300,000,000 common shares with a par value of 0. 50 baht per share, a registered capital of 225,000,000 baht divided into 450,000,000 common shares with a par value of 0.50 baht per share by issuing common shares Increase capital in the amount of 150,000,000 shares at a par value of 0.50 baht per share to support the issuance of 100,000,000 new common shares, the issuance of warrant to purchase the company's common shares No. 1 ( ABM- W1) in the amount of 50,000,000 shares. The details are shown in the capital increase report form ( F53- 4) as shown in
   (Enclosure 2)
2. Approved to propose to the Extraordinary General Meeting of Shareholders No. 1/ 2565 to consider and approve the amendment of the Company's Memorandum of Association Clause 4 to be in line with the increase of the company's registered capital. By having the person assigned by the Board of Directors to register the amendment of the Memorandum of Association at the Department of Business Development

Asia Biomass Public Company Limited

บริษัท เอเชยี ไบโอแมส จำกดั (มหำชน)

No. 273/2 Rama 2 Rd., Samaedam, Bangkhuntian 10150

Tel. [phone] Fax. [phone] Email: www.asiabiomass.com

Registration No. : 0107560000061

Ministry of Commerce have the power to amend and add words to comply with the order of the Registrar as follows:

"Clause 4. Registered capital of	225,000,000	baht	(Two hundred and twenty-five million baht)
Divided into	450,000,000	shares	(Four hundred and fifty million shares)
Par value of	0.50	baht per share	(Fifty satang)
Which are separated into:
Common Shares	450,000,000	shares	(Four hundred and fifty million shares)
Preferred shares	-	shares	(-)"

6. Approved to propose to the Extraordinary General Meeting of Shareholders No. 1/ 2565 to consider and approve the allocation of 150,000,000 newly issued common shares with a par value of 0. 50 baht per share to support the issuance of the company's newly issued common shares and warrants to purchase common shares of the company No. 1 (ABM-W1) with the following details:

6.1 Allocation of newly issued common shares to support the issuance and offering of newly issued common shares in the total amount of not more than 100,000,000 shares with a par value of 0. 50 baht per share, totaling 50,000,000 baht to the existing ordinary shareholders of the Company. the at the offering price of 1. 80 baht per share, which is equal to the par value by allocating at the ratio

of 3 existing common shares to 1 newly issued share.

In this regard, the shareholders may subscribe for the newly issued common shares in excess of the right ( Oversubscription) where the existing shareholders who oversubscribed will be allocated oversubscribed shares. Only when there are remaining shares from the allocation to the existing shareholders of the company who have subscribed according to all rights. If there is a fraction of the share resulting from the calculation to round off the fraction of that share.

In the allocation of newly issued common shares to the existing shareholders of the company in proportion to their respective shareholdings ( Right Offering) , if there are remaining newly issued common shares from the allocation to the existing shareholders of the company in proportion to their shareholding shares ( Right Offering) in the first round, the company will allocate the remaining newly issued common shares to the existing shareholders who wish to oversubscribe in proportion to their existing shareholding at the same price as the shares which are allocated according to the rights as follows:

1. In the case, the number of shares remaining from the allocation to the existing shareholders of the company in proportion to their respective shareholdings ( Rights Offering) in the first round is greater than or equal to the shares oversubscribed by the existing shareholders will allocate the remaining

Asia Biomass Public Company Limited

บริษัท เอเชยี ไบโอแมส จำกดั (มหำชน)

No. 273/2 Rama 2 Rd., Samaedam, Bangkhuntian 10150

Tel. [phone] Fax. [phone] Email: www.asiabiomass.com

Registration No. : 0107560000061

shares to those who oversubscribe and pay for all such shares in accordance with the amount indicating their intention to oversubscribe

1. In the case, the number of shares remaining from the allocation to the existing shareholders of the Company in proportion to their respective shareholdings ( Rights Offering) in the first round are less than the shares oversubscribed by the existing shareholders will allocate the remaining shares to those who oversubscribe according to the following steps:
2. 1. Allocate according to the proportion of the existing shareholders of each oversubscribed shareholder by bringing the existing shareholders of each individual multiplied by the number of remaining shares will be the number of shares that each oversubscribed shareholders has the right to be allocated In the case of fractions of shares, such fractions shall be discarded. However, the number of shares to be allocated will not exceed the number of shares subscribed and paid for by each shareholder.
   2. In the case, there are still shares remaining after the allocation under ( 1) , the allocation shall be made to each subscriber in excess of rights. and has not been allocated in full proportion to the original shareholding of those who subscribed for more than the rights of each individual by multiplying the existing shareholding ratio of each oversubscribed person by the number of remaining shares, it will be the number of allocated shares of each oversubscribed shareholder. If there are fractions of shares, the fractions shall be rounded down. The number of shares to be allocated shall not exceed the number of shares that have been subscribed by each shareholder and paid. Furthermore, the allocation of shares to the oversubscribing persons shall be carried out in accordance with the procedure under ( 2) until there are no remaining shares from the

allocation.

Allotment of oversubscribed shares as detailed above in any case must not cause any shareholder who subscribes for the newly issued common shares in excess of their right to hold the company's shares in a manner that increases to or crosses the point where a tender offer is required as stipulated in the Notification of the Board of Directors of Capital Market Supervisory No. TorJor. 12/ 2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers and in a manner that violates the foreign shareholding restrictions as specified in the Company's Articles of Association. At present, foreigners are allowed to hold shares in the company not more than 49 percent of the total number of shares sold of the company.

In addition, if there are still ordinary shares remaining from the allocation to the existing shareholders of the company in proportion to their respective shareholdings (Rights Offering) and the allocation to the shareholders who have oversubscribed ( Oversubscription) to reduce the registered capital of the company by cutting off the remaining shares from the offering.