Jasmine International Public : Disposal of Investment in Subsidiaries and Related Business and Schedule of the Extraordinary General Meeting of Shareholders No.1 /2022

No. RC 11/22

Date 4 July 2022

Re:	Disposal of Investment in Subsidiaries and Related Business and Schedule of the Extraordinary
	General Meeting of Shareholders No.1 /2022
To	President of the Stock Exchange of Thailand
Attachment	Information Memorandum on the Disposal of Assets in respect of Investment in the
		Subsidiaries and Related Business

Jasmine International Public Company Limited (the "Company") hereby informs the resolutions of the Board of Directors Meeting No. 4/2022, held on 3 July 2022, which approved the significant resolutions as follows:

1. It was resolved to propose the Extraordinary General Meeting of Shareholders to consider and approve the disposal of the entire investment in the subsidiaries and related business of the Company i.e., Triple T Broadband Public Company Limited ("TTTBB") and Jasmine Broadband Internet Infrastructure Fund ("JASIF") to Advanced Wireless Network Company Limited ("AWN"), a subsidiary of Advanced Info Service Public Company Limited ("ADVANC"). The details of which are as follows:

1. The share disposal transaction of TTTBB in a total of 7,529,234,885 shares which is equivalent to 99.87% of the total issued shares of TTTBB held by Acumen Company Limited ("ACU") (ACU is a subsidiary of the Company, in which the Company holds 100 % of its shares). The total investment is equal to THB 19,500 million. At present, TTTBB has two subsidiaries which are Triple T Internet Company Limited ("TTTI"), in which TTTBB holds the shares of 99.99%, and In Cloud Company Limited ("INC") which TTTBB holds the shares of 99.99%. In addition, the parties agreed to proceed with the restructuring process to the effect that TTTBB, TTTI, and INC hold the shares in Three BB Company Limited ("3BB") of 100% of the total issued shares of 3BB before the completion date of the sale and purchase agreement for shares and investment units (the "Share Disposal Transaction").
2. The investment unit disposal in JASIF in a total of 1,520,000,000 units, which is equivalent to 19.00% of the total investment units of JASIF, as held by the Company at THB 8.50 per each unit, totaling THB 12,920 million. If JASIF declares dividends from 1 January 2023 until the completion date of the sale and purchase agreement for shares and investment units and AWN or the transferee of the investment units does not have its right to receive the dividends, such dividends shall be deducted from the purchase price of the investment unit (the "Investment Unit Disposal Transaction").

The total value of the Share Disposal Transaction and the Investment Unit Disposal Transaction is THB 32,420 million.

After the completion of the said transactions, TTTBB, TTTI, INC, 3BB (collectively the "TTTBB Group") and JASIF will cease to be subsidiaries and related business of the Company.

The Share Disposal Transaction and the Investment Unit Disposal Transaction are considered as the disposal of assets under the Notification of the Capital Market Supervisory Board No. TorJor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed

Companies Concerning the Acquisition and Disposition of Assets B.E. 2547 (2004) (including any amendment thereto) (collectively, the "Notifications on Acquisition or Disposal of Assets"). In this regard, the Share Disposal Transaction has the highest share disposal transaction value by applying the Total Net Tangible Asset Basis which is equivalent to 110.03 % based on the reviewed consolidated financial statements of the Company for the period ending 31 March 2022, and the highest Investment Unit Disposal Transaction by applying the Total Value of Consideration Basis, equivalent to 13.58 %. In the previous 6-month period, the Company has not entered into any asset disposal transaction. The said transactions do not consider as a connected transaction of the Company.

Furthermore, the Share Disposal Transaction and the Investment Unit Disposal Transaction are considered as a sale and transfer of the significant partial business of the Company to any other person that requires the approval from the shareholders' meeting under Section 107 (2) (a) under Public Limited Companies Act, B.E.2535 (1992) (as amended).

The foregoing tractions are considered as Class 1 transaction, that is, the transaction size is higher than 50 %. The Company is therefore required to comply with the Notifications on Acquisition or Disposal of Assets as follows:

1. disclose of information memorandum of entering to the transaction to the Stock Exchange of Thailand (the "SET");
2. arrange to have the Shareholders' Meeting of the Company to approve the entering into the transactions, whereby approval from the Shareholder's Meeting with a vote of not less than three-fourth of the total votes of shareholders attending the meeting and having the right to vote, excluding the votes of interested shareholders; and
3. appoint an independent financial advisor, approved by the Securities and Exchange Commission (the "SEC"), to provide opinions to the shareholders of the Company in respect of the rationale benefits and risk of entering into these transactions, fairness of price and conditions of the transaction as well as to deliver such opinion to the shareholder of the Company together with the invitations for the Shareholders' Meeting. In light of this, the Board of Directors' Meeting has considered and approved the appointment of Discover Management Co., Ltd. to be the independent financial advisor of the Company to provide opinions to the Shareholders of the Company.

In this regard, the Board of Directors' Meeting has resolved to propose the Shareholders' Meeting to consider and approve the authorization of the executive director or a person which the Board of Directors or executive director authorize to take any necessary for and in connection with the Share Disposal Transaction and the Investment Unit Disposal Transaction above.

TTTBB Group is a group company which has its main business of services in relation to circuit for Hi-Speed Internet or Broadband Internet, including Internet Service Provider or ISP, development distribution, and provisions of services for general software and software supporting Hi-Speed Internet, for which 3BB is the owner of the domain name while JASIF is an infrastructure fund which is the owner of fiber optic leased out to TTTB for its business operation. Therefore, the Share Disposal Transaction and the Investment Unit Disposal Transaction will result in the entire cessation of the foregoing business operations of the Company. In this connection, the Company will receive consideration from this transaction in cash. Nonetheless, despite the fact that some of the assets of the Company will be in cash, the Company views that there will be other business operations carried out by its other subsidiaries, such as provision of content services from the Company's subsidiary which has a platform and access to the contents, lease of immovable properties, as well as procurement, design, and solutions of telecom and communication system by Jasmine Technology Solution Public Company Limited. As a result, the Company is not be considered as a cash company.

The Company would like to further inform that at present the Board of Directors of the Company is in the process of studying for consideration of the business operation and additional investment of the Company after the completion of the Share Disposal Transaction and the Investment Unit Disposal Transaction The sales proceeds from the transactions will be divided into three parts (1) the reserve for indemnity which may be incurred within 3 years from the date of sale and purchase completion (escrow);

relevant expenses including taxes; (2) repayment of debts and outstanding liabilities which are necessary; and (3) allocation of certain parts for working capital and/or necessary capital of not exceeding THB 2,000 million, with the remaining of approximately THB 19,320 million, in case of any investments, the Company will comply with the Notifications on Acquisition or Disposal of Asset.

The details of the Share Disposal Transaction and the Investment Unit Disposal Transaction set out in Information Memorandum on the Disposal of Assets in respect of Investment in the Subsidiaries and Related Businesses as attached.

2. It was resolved to approve the scheduled date of the Extraordinary General Meeting of Shareholders No. 1/2022 on 23 September 2022 at 10.00 hours via Electronic Meeting (E-EGM) with the agenda of the Meeting as follows:

Agenda 1: Consider and approve the disposal of the investment in the subsidiaries and related business of the Company, and the authorization to further proceed.

Agenda 2: Others (if any)

In this regard, the Company has authorized the Executive Committee and/or the person who is authorized by the Executive Committee to have a power to the extent possible under the applicable law to revise, add, and/or designate date, time, place, and meeting agenda for the Extraordinary General Meeting of Shareholders No. 1/2022 as necessary and appropriate.

3. It was resolved to designate the record date of the Extraordinary General Meeting of Shareholders No. 1/2022 to be on 25 July 2022. The Board of Directors of the Company also authorized the Executive Committee and/or the person who is authorized by the Executive Committee to have a change the record date of the Extraordinary General Meeting of Shareholders No. 1/2022 as necessary and appropriate.

Please be informed accordingly

Sincerely yours,

(Mr. Somboon Patcharasopak)

Director

Information Memorandum on the Disposal of Assets in respect of Investment in the Subsidiaries and

Related Business

4. The Board of Directors Meeting of Jasmine International Public Company Limited (the "Company") No. 4/2565, held on 3 July 2022, approved the disposal of the entire investment in the subsidiaries and related business of the Company i.e., Triple T Broad Band Public Company Limited ("TTTBB") and Jasmine Broadband Internet Infrastructure Fund ("JASIF") to Advanced Wireless Network Company Limited ("AWN"), a subsidiary of Advanced Info Service Public Company Limited ("ADVANC"). The details of which are as follows:

1. The share disposal transaction of TTTBB in a total of 7,529,234,885 shares which is equivalent to 99.87% of the total issued shares of TTTBB held by Acumen Company Limited ("ACU") (ACU is a subsidiary of the Company, in which the Company holds 100 % of its shares). The total investment is equal to THB 19,500 million. At present, TTTBB has two subsidiaries which are Triple T Internet Company Limited ("TTTI"), in which TTTBB holds the shares of 99.99%, and In Cloud Company Limited ("INC") which TTTBB holds the shares of 99.99%. In addition, the parties agreed to proceed with the restructuring process to the effect that TTTBB, TTTI, and INC hold the shares in Three BB Company Limited ("3BB") of 100% of the total issued shares of 3BB before the completion date of the sale and purchase agreement for shares and investment units (the "Share Disposal Transaction").
2. The investment unit disposal in JASIF in a total of 1,520,000,000 units, which is equivalent to 19.00% of the total investment units of JASIF, as held by the Company at THB 8.50 per each unit, totaling THB 12,920 million. If JASIF declares dividends from 1 January 2023 until the completion date of the sale and purchase agreement for shares and investment units and AWN or the transferee of the investment units does not have its right to receive the dividends, such dividends shall be deducted from the purchase price of the investment unit (the "Investment Unit Disposal Transaction").

The total value of the Share Disposal Transaction and the Investment Unit Disposal Transaction is THB 32,430 million.

After the completion of the said transactions, TTTBB, TTTI, INC, 3BB (collectively the "TTTBB Group") and JASIF will cease to be subsidiaries and related business of the Company.

The Share Disposal Transaction and the Investment Unit Disposal Transaction are considered as the disposal of assets under the Notification of the Capital Market Supervisory Board No. TorJor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets B.E. 2547 (2004) (including any amendment thereto) (collectively, the "Notifications on Acquisition or Disposal of Assets"). In this regard, the Share Disposal Transaction has the highest share disposal transaction value by applying the Total Net Tangible Asset Basis which is equivalent to 110.03 % based on the reviewed consolidated financial statements of the Company for the period ending 31 March 2022, and the highest Investment Unit Disposal Transaction by applying the Total Value of Consideration Basis, equivalent to 13.58 %. In the previous 6-month period, the Company has not entered into any asset disposal transaction. The said transactions do not consider as a connected transaction of the Company.

Furthermore, the Share Disposal Transaction and the Investment Unit Disposal Transaction are considered as a sale and transfer of the significant partial business of the Company to any other person that requires the approval from the shareholders' meeting under Section 107 (2)(a) under Public Limited Companies Act, B.E.2535 (1992) (as amended).

The foregoing tractions are considered as Class 1 transaction, that is, the transaction size is higher than 50 %. The Company is therefore required to comply with the Notifications on Acquisition or Disposal of Assets as follows:

1. disclose of information memorandum of entering to the transaction to the Stock Exchange of Thailand ("SET");
2. arrange to have the Shareholders' Meeting of the Company to approve the entering into the transactions, whereby approval from the Shareholder's Meeting with a vote of not less than three-fourth of the total votes of shareholders attending the meeting and having the right to vote, excluding the votes of interested shareholders; and
3. appoint an independent financial advisor, approved by the Securities and Exchange Commission (the "SEC"), to provide opinions to the shareholders of the Company in respect of the rationale benefits and risk of entering into these transactions, fairness of price and conditions of the transaction as well as to deliver such opinion to the shareholder of the Company together with the invitations for the222. Shareholders' Meeting. In light of this, the Board of Directors' Meeting has considered and approved the appointment of Discover Management Co., Ltd. to be the independent financial advisor of the Company to provide opinions to the Shareholders of the Company

In this regard, the Company would like to inform the information in respect of the entering into the disposal of asset as follows:

1. Date, Month, Year of the Transaction

On 3 July 2022, the Company and ACU, as the Seller, entered into the memorandum of understanding with AWN, as the Purchaser, in relation to the Share Disposal Transaction and Investment Unit Disposal Transaction above under the conditions that the Purchaser shall comply with the relevant notifications of the Office of the National Broadcasting and Telecommunications Commission ("NBTC") including other conditions precedent e.g., (1) there shall be no change, event, or any situation having occurred which may give or give rise to any material adverse impact on the business, conditions (financial conditions or any other condition), operational performances, operation, assets (including immovable properties and licenses) or liabilities of TTTBB Group or JASIF (as the case may be) and (2) there is no legislation or enforcement of law, regulations, rules and/or notifications after the execution date of the memorandum of understanding that prohibits either party from taking any action to complete the agreement, or that makes the performance of contractual obligations by the parties is in violation of laws, rules, regulations, notifications and/or orders from government agencies. In this regard, the parties shall enter into the sale and purchase agreement of shares in TTTBB and investment units in JASIF (the "SPA for Shares and Investment Units").

Upon the execution of the SPA for Shares and Investment Units and the conditions precedent under the SPA for Shares and Investment Units have been fulfilled or waived by the relevant party ("Completion of Conditions Precedent"), the parties will be further proceeding with the sale and purchase of shares and investment units as specified in the SPA for Shares and Investment Units. The Company anticipates that the Share Disposal Transaction and Investment Unit Disposal Transaction could be completed by Quarter 1/2023 ("Completion Date of the SPA for Shares and Investment Unit").

Details, conditions, and significant conditions precedent under the SPA of Shares and Investment Unit Sale which have been agreed between the parties to comply with from the execution date of the memorandum of understanding pursuant to the conditions precedent of the SPA of Shares and Investment Unit Sale are as follows:

1. The purchaser has received the relevant approval from NBTC under the relevant notifications for entering into the Share Disposal Transaction and Investment Unit Disposal Transaction;
2. the Company and ACU, as the Seller, shall have obtained approval from the Shareholders' Meeting of the Seller for the sale of shares in TTTBB and investment units in JASIF to AWN, as the Purchaser (as the case may be);
3. the unitholders' meeting of JASIF shall have resolved to approve the amendment to conditions of agreements entered into among JASIF, JAS, TTTBB, and TTTI (as the case may be), including but not limited to amendment to the conditions of the following significant agreements: