PRG Public : Information Memorandum PRG-W2

- Information Memorandum -

Description, Conditions, Key Features of the Warrants to Purchase Ordinary Shares of

PRG Corporation Public Company Limited No.2 (PRG-W2)

Number of the Warrants	31,418,187 units
Underlying Shares	31,418,187 shares (with a par value of 1 Baht per share)
Allocation of the Warrants	The warrants were issued and allocated to the existing shareholders of
		PRG Corporation Public Company Limited for free of charge, at the ratio of
		20 existing shares per 1 unit of the warrant.
		(Any fractions resulting from the calculation based on the allocation ratio
		such faction of shares shall be rounded down)
		The Company's ordinary shareholders' names were determined to
		be entitled to receive warrants issued on March 28, 2022.
Major warrant holders	As of May 30, 2022
		Name	Number of	%of Warrants listing
			Warrants	at this time
1	MBK Public Company Limited	23,474,377	74.72
2	Thanachart Capital Public Company Limited	6,172,719	19.65
3	Ms. Atinuj Tantivit		452,630	1.44
4	Mrs. Wanwipa Tantivit		449,500	1.43
5	DBS BANK LTD		306,810	0.98
6	NFS Asset Management Co Ltd.	35,000	0.11
7	Mr. Banterng Tantivit		29,795	0.09
8	Mr. Vithit Leenutaphong		25,000	0.08
9	Mr. Phunsisth Poonpipat		21,500	0.07
10	Thai NVDR Company Limited	17,647	0.06
	Total		30,984,978	98.62

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Exercise Right of Warrants

1. Exercise Date

The warrant holders will be entitled to exercise their rights under the warrants on every 15th of January, February, March, April, May, June, July, August, September, October, November, and December of every year throughout the term of the warrants ("the Exercise Date"). In case that the exercise date is the Company's holiday, such exercise date will be postponed to the next working day. The first exercise date will be on July 15, 2022 and the last exercise date will be on the date of 2 years 11 months and 16 days which will be on May 15, 2025 ("the Last Exercise Date"). In the event, the last Exercise Date is not a Business Day, such last Exercise Date shall be postponed to the before the Company's holiday

2. Exercise of the Warrants to Purchase the Company's Capital-increased Ordinary Shares

The warrant holders can exercise the right to buy capital-increased ordinary shares, either in whole or in part of the total units of the warrants. For any outstanding warrants that are not exercised before the last exercise date, the Company will consider that the warrant holders will not wish to exercise their rights and such warrants will be deemed nullified without being exercised. However, exercising before the specified time is not applicable.

3. Notification Period for the Intention to Exercise the Warrants

The warrant holders who wishes to exercise their rights to purchase the Company's ordinary shares will deliver the notification of the intention to exercise the warrants between 9.30 a.m. and 3.30 p.m. within 5 working days prior to each exercise date ("Notification Period"), except for the last exercise date in which its notification period is between 9.30 a.m. and 3.30 pm within 15 days prior to the last exercise date ("the Last Notification Period").

The Company will not close the warrant holders register book to suspend the transfer of the warrants, except for the last exercise 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 in order to suspend trading of the warrants for a period of 2 working days prior to the book closure date. (In case that the first book closure date falls on the date on which the SET is closed, such first book closure date will be rescheduled to the preceding working day.)

The Company will inform the warrant holders the exercise, exercise ratio, exercise price, exercise period, notification period, any person appointed by the Company as an agent to receive exercise intention

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("Warrant Agent") (if any), etc. The Company will inform such details within 5 working days prior to each notification period through electronic media of the SET. The warrant holders will be deemed to acknowledge such details. For the last exercise date, the Company will deliver such details to the warrant holders whose names appear in the warrant holders register book on the last book closure date through registered mail.

Adjustment of Exercise Price and Exercise Ratio

The Company will adjust the exercise price and/or exercise ratio to purchase the Company's capital- increased ordinary shares throughout the term of the warrants upon the occurrence of any of the following events with the aim to protect the interest of the warrant holders not to be lessened.

1. In case of a change in a par value of the Company's ordinary shares as a result of the consolidation of shares or split of shares, the adjustment of exercise price and exercise ratio will be effective immediately on the date on which a par value becomes effective after the announcement through the SET's electronic means.
2. In case the Company offers newly issued ordinary shares to its existing shareholders and/or general public, and/or private placement at the net price per share of the ordinary shares below 90% of "the market price per share of the Company's ordinary shares". The adjustment of the exercise price and the exercise ratio will be effective immediately from the first date on which the purchasers of the ordinary shares are not granted the rights to subscribe for the new ordinary shares (the first date on which the SET posts an XR sign) for the offering provided for the existing shareholders, and/or the first date of the offering of newly issued ordinary shares provided for general public and/or a private placement as the case may be.
3. In case that the Company issues new securities to its existing shareholders and/or a public offering, and/or a private placement and such securities confer the right to convert/exchange to ordinary shares in the Company or the right to purchase the ordinary shares in the Company (such as convertible debentures or warrants representing the rights to purchase the ordinary shares) at the net price per share of the newly issued ordinary shares in order to be reserved for the exercise of the rights below 90% of "the market price per share of the Company's ordinary shares".
   The adjustment of the exercise price and exercise ratio will be effective on the first date which the purchasers of ordinary shares will not be granted for the rights to subscribe the aforementioned new securities to existing shareholders and/or the first date of the offering of

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the new aforementioned securities to a public offering, and/or a private placement (as the case may be).

1. In case that the Company makes payment of dividend, whether in whole or in part, in the form of the Company's ordinary shares, the adjustment of the exercise price and the exercise ratio will be effective on the first day which the purchasers of ordinary shares will not be granted with the rights to receive such dividend payment in the form of shares (the first date that the SET posts XD sign).
2. In case that the Company distributes dividends in cash exceeding 90% of net profit of the Company's consolidated financial statement at any fiscal year, either payments from the Company's performance or retained earnings. The adjustment of the exercise price and the exercise ratio will be effective on the first day on which the purchasers of ordinary shares will not be granted the right to receive such dividend payment (the first date that the SET posts XD sign).
3. 
   The percentage of the cash dividends paid to shareholders will be calculated by dividing the dividends, including interim dividends, paid in each fiscal year, by the net profit after tax in such fiscal year.
   In distributing the dividends from the Company's net profits and/or the retained earnings under the Company's consolidated financial statement of each fiscal year, it will be regardless of whether such actual dividend distribution is made within or after the period of such fiscal year.
4. In case of any incidents which result in the interest of the warrant holders will receive when the exercise of the warrant is inferior and such incidents are not defined in between (a) and
5. 1. the Company's decision will be absolute and final. The warrant holders will not argue or claim against the Company. The Company will inform the SEC and the SET within 15 days from the final decision. Hence, the warrant holders will not have rights to have objections or claims for any losses occurred from the decision.
6. The calculation of the adjustment of the exercise price and the exercise ratio running from
7. 1. to (f) is independent from one another. In case that two events or more occur at the same time, the calculation must be made in the following order: ( a) , ( e) , ( d) , ( b) , ( c) , ( f) (respectively). If there is any decimal from the calculation in any order, the exercise price and the exercise ratio will be kept as four digits of decimal. The Company will announce the result of the adjustment of the exercise price and the exercise ratio running from (a) to (f) The

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Company will inform the warrant holders stating the details of the calculation and the reasons for the adjustment through electronics means of the SET on the date or prior to the date of the event or within 9.00 a.m. of the date which the exercise price and the exercise ratio become effective.

1. The Company will not extend the terms of the warrants and will not adjust the exercise price and the exercise ratio, except for the adjustment of rights according to their conditions.
2. The Company may adjust the exercise price and the issuance of new warrants instead of the adjustment of the exercise ratio.

Silent Period	-None-
Others	-None-
Financial Advisor	-None-
Prepared by	PRG Corporation Public Company Limited

We hereby certify that the information contained in this information memorandum is accurate and complete

PRG Corporation Public Company Limited

Signed			Authorized Company Director
	(Mr. Somkiat	Makcayathorn)

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