PROEN Public : Information Memorandum PROEN-W1

- Information Memorandum -

Description, Condition and Essentials of the Warrants to Purchase Ordinary Shares of

PROEN Corp Public Company Limited No. 1 (PROEN-W1)

Number of Warrants	157,827,272 Units
Underlying Shares	157,827,272 Shares (Par value of 0.50 Baht per share)
Allocation of Warrants	The warrants to purchase ordinary shares of PROEN Corp Public Company Limited
		No. 1 (PROEN-W1) (the "PROEN-W1 Warrants") were issued and allocated to
		the existing shareholders proportionate to their respective shareholdings for no
		consideration, at the ratio of 2 ordinary shares per 1 unit of warrant (Any fractions
		resulting from the calculation based on the allocation ratio set forth shall be
		rounded down), without allocating them to the shareholders that would make the
		Company have duties under law of other jurisdiction, namely: 1) United States of
		America 2) Canada 3) Malaysia 4) Japan 5) South Korea 6) China 7) Laos. The
		Company issued and allocated the Warrants to the shareholders whose names appear
		on the date for determining the names of shareholders who shall be entitled to receive
		the Warrants (Record Date), i.e. May 10, 2022.
Major Warrant holders	As of May 23, 2022
	Name	No. of PROEN-W1 Warrants	% of present listing
			PROEN-W1 Warrants
1.	Mr. Kittipan Sri-bua-iam	45,212,850	28.65
2.	Wealth Water House Co., Ltd.	42,000,000	26.61
3. Thai NVDR Company Limited	6,528,175	4.14
4.	Mr. Suranart Kittirattanadetch	4,894,650	3.10
5.	Mr. Chairat Kovitchindachai	4,044,000	2.56
6.	Mr. Santi Kovitchindachai	4,000,000	2.53
7.	Mr. Naris Ratyiam	3,996,150	2.53
8.	Mr. Jittiporn Jantarach	2,259,950	1.43
9.	Mr. Peemphat Cheevachanon	1,933,150	1.22
10. Mr. Unnop Pumkumarn	1,703,700	1.08
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Name	No. of PROEN-W1 Warrants	% of present listing
		PROEN-W1 Warrants
11. Other	41,254,647	26.14
Total	157,827,272	100.00

Exercise Right of Warrants

1. Exercise Date

The warrant holders shall be entitled to exercise their rights on the last business day of June and December

throughout the term of the PROEN-W1 Warrants. The PROEN-W1 Warrants remaining from the exercise or the PROEN- W1 Warrants which have not been exercised during the exercise period may be carried forward to the following exercise period throughout the term of the warrants. Nevertheless, if the term of the warrants has expired, any warrants remaining from the exercise will be cancelled and cease to be in effect. The last exercise date will be the date one year and ten months after the issuance date. In the event that any exercise date does not fall on a business day of the Company, the exercise date will be the business day preceding such date. The first Exercise Date will be on December 30, 2022 and The last Exercise Date will be on March 22, 2024. The Company will not extend the term of the Warrants and there is no requirement demanding the Warrant Holders to exercise their rights prior to the expiration.

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

The Warrant Holders may exercise their rights in whole or in part. For any remaining Warrants which have not been exercised within the Last Exercise Date, it shall be deemed by the Company that the Warrant Holders of such Warrants do not wish to exercise their rights under the Warrants and that such Warrants shall cease to be in effect without any exercise.

3. Notification Period for the Intention to Exercise the Warrants

• The notification period for exercise of Warrant on each Exercise Date (except for the Last Exercise Date) The Warrant Holders who wish to exercise their right to purchase the ordinary shares of the Company must submit their intention to purchase such ordinary share within the period of 5 (five) Business Days (between 0900 hrs. and 1500 hrs.) prior to each Exercise Date. In the case where any Exercise Date is not a Business Day of the Company, such date shall be moved to the Business Day before such date.
• for the Last Exercise Date, whereby the notice of intention shall be made within the period of no less than 15 (fifteen) days (between 0900 hrs. and 1500 hrs.) prior to the Last Exercise Date.

The Company shall release information regarding the Exercise Notification Period, Exercise Ratio, Exercise Price, and the Contact Place for the Exercise, via the Stock Exchange's electronic system, whereby the Company will disclose such details within the period of at least 5 (five) Business Days prior to each Exercise Notification Period. For the

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Last Exercise Date, the Company will deliver a notice of the details via registered mail to the Warrant Holders whose names appear on the Register Book. In addition, the Company will close the Register Book to suspend the transfer of Warrants 21

• twenty-one)days prior to the Last Exercise Date. In this Regard, the Stock Exchange will post the SP sign (suspension) on the Warrants 2 (two) Business Days prior to the Closing Date. In the case that the Closing Date falls on the non-business day of the Company, it shall be moved to the Business Day before such date. The Warrants trading will be suspended from the said Closing Date until the Last Exercise Date.

Adjustment of Exercise Price and Exercise Ratio

In order to protect the benefits of Warrant Holders, the Company will adjust the Exercise Price and Exercise Ratio throughout the terms of the Warrants upon the occurrence of any of the following events

1. When there is a change in the par value of the ordinary shares of the Company as a result of the split or consolidation of its issued ordinary shares, the change of the Exercise Price and the Exercise Ratio shall have an immediate effect after the change of the par value of the shares as announced via the Stock Exchange's electronic system. The purpose of the right adjustment is to enable Warrant Holders to obtain the same number of shares as if there had been no change in the Company's par value.
2. When the Company offers to sell its newly-issued ordinary shares to the existing shareholders and/or the public and/or by private placement at the "average price per share of the newly-issued ordinary share" lower than 90 (ninety) percent of the "market price of the ordinary shares," the change of the Exercise Price and the Exercise Ratio shall have an immediate effect from the date that the subscribers of the ordinary shares are not entitled to the right to purchase the newly-issued ordinary shares (the first day that the Stock Exchange posts an XR sign) in the case of a rights issue, and/or the first date of the offering of the newly-issued ordinary shares to the public and/or private placement, as the case may be.
3. When the Company offers to sell any new securities to its existing shareholders and/or the public and/or by private placement, i.e. convertible debenture or warrants, which gives holders the right to convert to or purchase ordinary shares of the Company (the "Newly-Issued Convertible Securities") at the "average price of newly-issued ordinary shares reserved to accommodate the rights" lower than 90 (ninety) percent of the "market price of the ordinary Shares". The change of the Exercise Price and the Exercise Ratio shall have an immediate effect from the date that the subscribers of the ordinary shares are not entitled to the right to purchase the Newly-Issued Convertible Securities (the first date that the Stock Exchange posts an XW sign) in the case of rights issue, and/or the first date of the offering of the newly-issued ordinary shares to the public and/or the private placement, as the case may be.
4. When the Company pays out dividends in full or in part in the form of newly issued ordinary shares to the shareholders of the Company, the change of the Exercise Price and the Exercise Ratio shall have an

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immediate effect from the first date that the subscribers of the ordinary shares no longer have the right to receive the stock dividend (the first date that the Stock Exchange posts an XD sign).

1. When the Company makes a cash dividend payment at the rate higher than 90 (ninety) percent of the net profit of the Company's consolidated financial statements after taxes and after the deduction of retained loss and legal reserves for any accounting year during the terms of the Warrants, the change of the Exercise Price and the Exercise Ratio shall have an immediate effect from the date that the shareholders of the ordinary shares no longer have the right to receive such cash dividend (the first date that the Stock Exchange posts an XD sign). In this regard, the rate of the cash dividend paid to shareholders shall be calculated by dividing the actual dividend paid from the operational performance in each accounting period by net profit after taxes and after the deduction of retained loss and legal reserves (consolidated financial statement) of that operational performance in the same period. The actual dividend paid shall also include all interim dividend payments made during that accounting period.
2. In the case that there are events not mentioned in clauses a. - e. that may impair the benefits of the Warrant Holders or Warrant Substitute Holders, the Company shall consider and determine the fair adjustment of the Exercise Price and/or the Exercise Ratio (or adjust the unit of Warrants instead of the Exercise Ratio). The adjustment shall not lessen the benefits of shareholders and the discretion of the Company shall be deemed absolute. The Company will notify the Stock Exchange either immediately or by 09.00 a.m. on the following day, and will notify the SEC Office and Registrar of the relevant details thereof within 15 (fifteen) days from the date on which the event causing the adjustment occurs.
3. The calculation of the adjustment to the Exercise Price and Exercise Ratio made in accordance with Clauses a. to f. shall be independently made from one another. The adjustment calculation shall be made in a periodic order of the comparison to the market price of the Company's ordinary shares. In the case that more than one circumstance simultaneously occurs, the calculation of the adjustment shall be made in a respective order of Clauses a., e., d., b., c., and f. with a three-decimal point number for each calculation step for the Exercise Price and the Exercise Ratio.
4. The calculation of the adjustment to the Exercise Price and the Exercise Ratio in accordance to Clauses a. - f. shall not cause an increase in the new Exercise Price and/or decrease in Exercise Ratio, except in the case of the share consolidation. The proceeds from the exercise of the Warrants shall be calculated from the new Exercise Price after the adjustment (a three decimal-point number) multiplied by the number of ordinary shares (the number of ordinary shares is calculated by multiplying the new Exercise Ratio by the number of the Warrants exercised, whereby fractions of shares shall be rounded down to the nearest whole number). If the calculation of proceeds from the exercise of the Warrants is a fraction, the resulting value from the calculation shall be a two-decimal point number. In the event that an

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