J S P Property Public : Information Memorandum of SENAJ-W1

SENA J PROPERTY PUBLIC COMPANY LIMITED

• Translation -

Information Memorandum

Description, Condition, and Major Characteristics of Warrant to purchase ordinary shares of

SENA J Property Public Company Limited No. 1 (SENAJ-W1)

Number of Warrants	1,050,000,000	Units
Underlying Shares	1,050,000,000	Shares (Par value of Baht 0.50 per share)
Allotted Warrants	The allocation warrants shall be allocated to the existing shareholders of the Company
	whose names appear on the date for determining the names of shareholders who shall
	be entitled to receive the warrants (Record Date) on May 17, 2022, at the ratio of 4
	existing ordinary shares per 1 unit of Warrant (In case the fraction of share will be
	discarded), at the offering Price of Baht 0.10 per unit. The Company has determined

the date for the subscription of the Warrant SENAJ-W1 from 6 June 2022 to 10 June 2022.

Major Holders

as of June 22, 2022

No.

Name

No. of Warrants

% of present

1	Sena development public company limited
2	Mrs. Nidda juratsakchroen
3	Mrs. Kewalin kamolsuwan

1. Mr. Pitch Phruksatorn
2. Thai NVDR Company Limited
3. Mr. Theerawat thanyalakphark
4. Mr. Sermsak pongpanit
5. Mr. Likhit luesakulkitpaisal
6. Mr. Prachpok Luesakulkitpaisal

1. Ms. Pimpimon Pattanawimon
2. Other

Total

listing Warrants

371,150,00035.35

115,352,83010.99

69,438,9306.61

38,933,8713.71

34,918,9563.33

30,367,4242.89

20,616,6251.96

18,662,0251.78

18,222,6501.74

16,642,4261.59

315,694,26330.05

1,050,000,000100.00

SENA J PROPERTY PUBLIC COMPANY LIMITED

Exercise Right of Warrants

1. Exercise Date

The Warrant Holders shall be entitled to exercise their rights to purchase the Company's ordinary shares on every last business day of January, April, July and October of each year throughout the term of the

Warrants (the "Exercise Date"). The First Exercise Date shall be on the last business day of July which will be on July 31, 2022 (the "First Exercise Date") and the Last Exercise Date shall be on the Expiration Date of the Warrants which will be on the date of 2 years from the issuance

date of the Warrants which will be on June 21, 2024 (the "Last Exercise Date").	However,
the Warrant Holders shall still be entitled to exercise their rights under the Warrants on April	30, 2024

on such Exercise Date. In case the Exercise Date is not a Business Day, the Exercise Date shall be rescheduled to the last Business Day preceding the Exercise Date each time. There is no procedure to allow the Company to request Warrant holders to exercise their rights before the periods as stated in the Warrant.

1. Exercise Right
   To exercise the rights to purchase the ordinary shares of the Company, the Warrant Holders may exercise their rights to purchase the Company's ordinary shares under the Warrants held by them either in whole or in part. For the remaining Warrants which are not exercised on or before the Last Exercise Date, the Company shall deem that the Warrant Holder does not wish to exercise its rights under such Warrants and it shall be deemed that such Warrants are nullified without being exercised.
2. Notification Period for the Intention to Exercise the Warrants
   The Warrant Holders who wish to exercise his/her rights to purchase the Company's ordinary shares shall notify such intention according to the specified procedure during 9:00 hrs. until 15:30 hrs. of any business day within 5 business days prior to each Exercise Date ("The Notification Period"). In case of the last Exercise Date, the Warrant Holders shall notify such intention within 15 days prior to the Last
   Exercise Date (hereinafter referred to as "The Last Notification Period"). In the event the Notification Period is not a Business Day, the Notification Period shall be rescheduled to the last Business Day preceding the Notification Period of each time.
   The Company will not close the Warrant Holders Register Book to suspend the transfer of the Warrants, except for the Last Notification Period of the Warrants. The Warrant Holders Register Book will be closed to suspend the transfer of the Warrants for a period of 21 days prior to the Last Exercise Date. The SET will post the SP sign (suspended) on the Warrants in order to suspend the trading of the Warrants for 2 business days prior to the closing date of the Register Book (In the event that the closing date of the register book falls on the holiday of the Company, it will be rescheduled to the preceding business day) until the Last Exercise Date.
   The Company will inform information related to the Warrants such as Notification Period, Exercise Date, Exercise Ratio, Exercise Price, and the channel to exercise of rights will be announced through the SET's electronic system (SETLINK) within 5 business days prior to the first date of the Notification Period. For the Last Exercise Date, in addition to the announcement through the SET's electronic system (SETLINK), the Company will deliver such details to the Warrant Holders whose names appear in the Warrant Holders Register Book on the book closure date via registered mail.

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SENA J PROPERTY PUBLIC COMPANY LIMITED

Adjustment of Exercise Price and Exercise Ratio

1. The Company shall adjust the Exercise Price and the Exercise Ratio throughout the term of the Warrants upon the occurrence of any of the following events to ensure that the benefits of the Warrant Holders not to be lessened:

1. The Company changes the par value of its shares as a result of the split or consolidation of its issued shares. The Company shall adjust the Exercise Price and the Exercise Ratio as a result of the split or consolidation of its issued shares. The adjustment shall be immediately effective from the date that the change in par value will be announced according to the SET's electronic system (SETLINK).
2. In case the Company makes payment of dividend, whether in whole or in part, in the form of the
   Company's shares. The adjustment to the Exercise Price and the Exercise Ratio shall be immediately effective from the first day the shareholders are exempted from the dividends share (the first day the SET posts the XD sign).
3. The Company offers to sell its ordinary shares to the existing shareholders and/or the public offering and/or the private placement and the average price per share of the newly issued ordinary shares is lower than 90 percent of "the market price of the Company's ordinary shares"
   The adjustment in the Exercise Price and the Exercise Ratio shall be immediately effective from the first day the shareholders are exempted from the rights to subscribe to new shares (the first day the SET posts the XR sign) for the cases that the new shares are offered to the existing shareholders (Right Issue) and/or the first day the new shares are offered to the public and/or the private placement, as the case may.
4. The Company offers to sell to the existing shareholders and/or the public offering and/or the private placement of any new securities e.g., convertible debentures, warrants, or convertible debts which give rights to the Securities Holders to convert to or purchase ordinary shares of the Company and the average price per share of the newly issued ordinary shares to accommodate the exercise of rights is lower than 90 percent of "The market price of the Company's ordinary shares".
   The adjustment in the Exercise Price and the Exercise Ratio shall be immediately effective from the first day the shareholders are exempted from the rights to subscribe to the New Securities for the cases that the new securities are offered to the existing shareholders (Rights Issue) and/or the first day the new securities are converted or give the right to subscribe for ordinary shares offered to the public and/or the private placement, as the case may.
5. The Company distributes dividends in cash in exceeding 90 percent of net profits of the Company's consolidated financial statements, after an income tax deduction of the Company, from operations in any fiscal year. The change in the exercise price and the exercise ratio will be effective immediately

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SENA J PROPERTY PUBLIC COMPANY LIMITED

from the first day that the purchaser of the ordinary shares will not be entitled to receive the dividend. (The first day that the SET XD sign)

1. 1. If there are any events not mentioned in a) to e) which result in the deterioration of the interest of the Warrant Holders, the Company shall determine the fair Exercise Price and/or the Exercise Ratio, which shall not lessen the shareholders' benefit. The Company's decision shall be absolute and final. The Company shall notify the SEC such the details of the adjustment of the Exercise Price and Exercise Ratio within 15 days from the date of the occurrence of such event.
2. The Company shall not extend the term of the Warrants and shall not adjust the Exercise Price and Exercise Ratio except for adjustment as stated in Clause 1.
3. The calculation of the adjustment to the Exercise Price and the Exercise Ratio in accordance with a) to f) shall be independent of each other and shall be calculated in order compared to the market price of the
   Company's shares. In cases where these events simultaneously occur, the calculation shall be conducted in the ascending order from a) -> e) -> b) -> c) -> d) and f) which the decimals for the Exercise Price and the Exercise Ratio shall be maintained at 3 (three) decimals for each calculation. the market price of the Company's ordinary shares shall refer to c) as prescribed above.
4. The calculation of the adjustment to the Exercise Price and the Exercise Ratio in accordance with a) to f) shall not cause the increase of the Exercise Price and/or decrease of the Exercise Ratio, except with a) in the case of the share consolidation. In cases where the number of shares corresponding to the exercise of the Warrants for each Notification of Intention to Exercise (in 3 (three) decimals for the new Exercise Ratio after adjustment) is a fraction of the share, such fraction shall be deleted. If the calculated Exercise Price after adjustment (in 3 (three) decimals), when multiplied by the number of the Warrants for each Notification of Intention to Exercise, is a fraction of Baht, such fraction shall be deleted.
5. In case of the adjustment of the Exercise Price, which will be made a new Exercise Price below the par value of the ordinary shares of the Company, it shall use the par value of the Company as a new Exercise Price.
6. The Company might adjust the Exercise Price together with the issuance of the new warrants to compensate for the adjustment of the Exercise Ratio. If the Company shall issue additional the Company's ordinary shares, the Company shall deliver the approved resolution of the Shareholder Meeting to issue additional the Company's ordinary shares which enough for adjustment to the SEC before adjustment, so that the Company will be allowed to offering reserved shares.
7. The Company shall immediately notify the adjustment of the Exercise Price and Exercise Ratio in accordance with a) to f) to the Warrant Holders for acknowledgment through the SET's electronic system (SETLINK) within 9:00 hrs. prior to the effective date of the adjustment of the Exercise Price and Exercise Ratio.

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SENA J PROPERTY PUBLIC COMPANY LIMITED

Silent Period	None
Others	None
Financial Advisor	None
Prepared By	SENA J Property Public Company Limited
	Issuer Name
	SENA J Property Public Company Limited

(Ms. Kessara Thanyalakpark)	(Mr. Pathompron Tiranaswasdi)
Authorized Director	Authorized Director

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