Ratch : Capital increase and issuing & offering new ordinary shares in proportion to shareholding of existing shareholders, excl. shareholders whose holding would subject the Company to obligations under law of other jurisdictions. (Revise F53-4 & template)

("Translation")

RATCH 215/2021

22 June 2021

Subject:	Capital increase and issuing and offering of new ordinary shares in proportion to the
	shareholding of existing shareholders, excluding shareholders whose holding of such
	share would subject the Company to any obligations under the law of other jurisdictions.
	(Preferential Public Offering : PPO)
Attention:	President of the Stock Exchange of Thailand
Enclosure:	Capital Increase Report Form (F53-4)

RATCH Group Public Company Limited (the "Company"), would like to inform you that the Board of Directors' Meeting No. 6/2021 of the Company held on 22 June 2021 has resolved to approve the important matters as follows:

1. Approved to propose to the Extraordinary General Meeting of Shareholders to consider and approve the increase of the registered capital of the Company from THB 14,500,000,000 to THB 22,192,307,700 by way of issuing new ordinary shares in the amount of 769,230,770 shares at par value of THB 10 each, totaling THB 7,692,307,700 for issuing and offering the shares in proportion to the shareholding of existing shareholders, excluding shareholders whose holding of such share would subject the Company to any obligations under the law of other jurisdictions (Preferential Public Offering or PPO) and for issuing and offering the shares under the private placement (the "Registered Capital Increase").
   Please see additional details in the Capital Increase Report Form (F53-4) (Enclosure).
2. Approved to propose to the Extraordinary General Meeting of Shareholders to consider and approve the amendment to Clause 4. of the Memorandum of Association to reflect the Registered Capital Increase;
3. Approved to propose to the Extraordinary General Meeting of Shareholders to consider and approve the allocation of new ordinary shares as follows:
   3.1 To consider and approve the allocation of up to 769,230,770 shares at par value of THB 10 each for issuing and offering to existing shareholders in proportion to their shareholding, excluding shareholders whose holding of such share would subject the Company to any obligations under the law of other jurisdictions (Preferential Public Offering: PPO), at an offering ratio of not less than 1.885 existing ordinary shares to 1 new ordinary share, provided that a fraction of share will be rounded down, and the existing shareholders shall be entitled to oversubscribe for the new ordinary shares in excess of their rights; whereas new ordinary shares remaining unsubscribed from the first allocation will be re-allocated to every shareholder who has oversubscribed for and fully paid the price of the shares, whereby each round of reallocation will be made accordingly in proportion to their respective shareholdings of each oversubscribing shareholder (the "PPO"). In this regard, the allocation of the oversubscribed shares shall be made in accordance with the following details:

1

1. if the number of shares remaining from the first allocation to the existing shareholders in proportion to their respective shareholdings is higher than or equal to the number of shares which are oversubscribed for by the existing shareholders, the Company will allocate the remaining shares to all oversubscribing shareholders who have fully paid the price of the oversubscribed shares in accordance with the number of shares for which they have expressed their intention to oversubscribe;
2. if the number of shares remaining from the first allocation to the existing shareholders in proportion to their respective shareholdings is lower than the number of shares which are oversubscribed for by the existing shareholders, the Company will allocate the remaining shares to the oversubscribing shareholders as follows:
   2.1) the Company will allocate the remaining shares by multiplying the shareholding percentage of each oversubscribing shareholder by the number of the remaining shares, the result thereof will be in the round number of shares to be allocated to the oversubscribing shareholders. In the case of a fraction of a share, the fraction shall be rounded down. However, the number of shares to be allocated shall not exceed the number of shares for which each shareholder has subscribed and fully paid for;
   2.2) if there are shares remaining from the allocation pursuant to 2.1), the Company will allocate the remaining shares to each oversubscribing shareholder who has not been fully allocated with oversubscribed shares by multiplying the shareholding percentage of each oversubscribing existing shareholder by the number of the remaining shares, the result thereof will be the round number of shares be allocated to the oversubscribing shareholders. In the case of a fraction of a share, the fraction shall be rounded down. However, the number of shares to be allocated shall not exceed the number of shares for which each shareholder has subscribed and fully paid for. The Company shall allocate the oversubscribed shares to the oversubscribing shareholders in accordance with the procedures under this provision until there are no shares remaining from the allocation.

If the share subscription under the PPO would result in any subscriber holding the shares in the number which reaches or crosses the threshold where a tender offer for all securities of the Company is required under the law, such shareholder must comply with the relevant laws and regulations.

The offering price of the new ordinary shares in the PPO (the "PPO Price") is to be determined by the weighted average price of the Company's shares during a period of 7 - 15 consecutive trading days prior to the determination date of the PPO Price (the "Market Price") less a discount of not more than 25 percent of the Market Price and the amount of such discount shall be determined according to the market condition and other factors that are relevant as the Company considers appropriate, with the total value of PPO of approximately THB 30,000,000,000. The Company will

2

further announce the PPO Price together with the offering ratio of the PPO (the ratio of existing ordinary share to new ordinary share) prior to the date to determine the list of shareholders being entitled to the offering of new ordinary shares in the PPO (Record Date).

The date to determine the list of shareholders being entitled to the offering of new ordinary shares in the PPO (Record Date) and the period for subscription and subscription payment in respect of the PPO will be later determined and further announced by the Company as they remain tentative and are subject to the approval of the Extraordinary General Meeting of Shareholders.

The Company reserves the right to not offer or allocate the new ordinary shares in the PPO to any shareholder if such offering or allocation will or may result in the Company being subject to any obligations under the law of other jurisdictions. In this regard, the Company has contemplated that no offering or allocation of new ordinary shares in the PPO will be made to shareholders in the United States of America, Canada, the People's Republic of China, South Africa and other jurisdictions as the Company may deem appropriate (which may include no offering or allocation of new ordinary shares in the PPO to U.S. Persons as defined under Regulation S of the U.S. Securities Act of 1993).

In this regard, the Chief Executive Officer and/or any person designated by the Chief Executive Officer shall be authorised to undertake any actions with regard to the allocation of such new ordinary shares including, but not limited to:

1. determining, amending and modifying any conditions and details in relation to the PPO, including, but not limited to:
2. 1. the number of new ordinary shares to be allocated to existing shareholders;
   2. the date to determine the list of shareholders being entitled to the offering of new ordinary shares in the PPO (Record Date);
   3. any shareholders who may not be entitled to subscribe for or being allocated of the new ordinary shares in the PPO if such offering or allocation will or may result in the Company being subject to any obligations under the law of other jurisdictions;
   4. the offering ratio of the PPO (i.e. the subscription ratio of existing ordinary share to new ordinary share);
   5. the PPO Price and the calculation of the PPO Price;
   6. the method of oversubscription share allocation;
   7. the period of subscription and subscription payment of the PPO; and
   8. any other conditions and details of the PPO;

3

1. negotiating, agreeing and signing any relevant documents and agreements, as well as to undertake any acts in connection with the foregoing allocation of new ordinary shares;
2. signing application for approval and waiver as well as any evidences in connection with the foregoing allocation of new ordinary shares, including preparing and submitting application for approval and waiver, as well as documents, reports and evidences to competent authorities or relevant agencies, registering the new ordinary shares as registered securities on the Stock Exchange of Thailand, and performing any other acts necessary for the foregoing allocation of new ordinary shares as deemed appropriate;
3. appointing and designating other appropriate persons to be the substitute attorney in fact to perform the foregoing acts or deeds.

Please see additional details in the Capital Increase Report Form (F53-4) (Enclosure).

3.2 In the case there are remaining unallocated new ordinary shares after the allocation in respect of the PPO under clause 3.1 above, to consider and approve the allocation of such remaining unallocated new ordinary shares under PPO, either in whole or in part, for issuing and offering to specific persons (private placement), including institutional investors and/or specified investors pursuant to the Notification of the Capital Market Supervisory Board No. TorJor. 72/2558 Re: Approval for Listed Companies to Offer Newly Issued Shares through Private Placement (as amended) (the "TorJor. 72/2558 Notification") (the "Private Placement") whereas the persons to whom the new ordinary shares under the Private Placement will be allocated must be investors with the real potential to invest in the Company and are not the connected persons of the Company pursuant to the Notification of the Capital Market Supervisory Board No. TorJor. 21/2551 Re: Rules on Connected Transactions dated 31 August 2008 (as amended), and the Notification of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected transaction B.E. 2546 dated 19 November 2003 (as amended).

The Board of Directors or authorised directors of the Company or any person designated by the Board of Directors or authorised directors of the Company (including the Chief Executive Officer and/or any person designated by the Chief Executive Officer) shall be authorised to determine the offering price of the new ordinary shares in respect of the Private Placement (the "PP Offering Price") which must be the best price under the given market conditions during the period of the Private Placement, and the said PP Offering Price may be lower than the average share price given the possible impacts from the PPO which is determined pursuant to the TorJor. 72/2558 Notification1 (the "Fully Diluted Price") but must not be lower than the PPO Price. With regard to the consideration and approval of the Private

1 The Fully Diluted Price is calculated according to the following formula:

[(Market price before the Private Placement as determined pursuant to the TorJor. 72/2558 Notification x Total number of paid-up shares of the Company before the PPO) + (PPO Price x Number of offered shares in the PPO)] / [Total number of paid-up shares of the Company before the PPO + Number of offered shares in the PPO]

4

Placement by the meeting of shareholders, there shall be no objection to the proposed Private Placement by shareholders holding in aggregate 10 percent or more of total voting rights of the shareholders attending and having voting right at the meeting.

The Company is required to complete the offering of the new ordinary shares in the Private Placement within 12 months from the date on which the meeting of shareholders resolves to approve such offering.

In this regard, the Chief Executive Officer and/or any person designated by the Chief Executive Officer shall be authorised to undertake any acts with regard to the allocation of such new ordinary shares including, but not limited to:

1. determining, amending and modifying any conditions and details in relation to the Private Placement, including, but not limited to:
2. 1. the number of new ordinary shares to be allocated and the method of allocation of shares in the Private Placement;
   2. the allocation of new ordinary shares under the Private Placement in whole for offering at one time, or in portions for offering in lots from time to time whereby a change of registered capital can be registered for each lot of offering according to share payment by allocated persons in each lot;
   3. persons to be allocated the new ordinary shares under the Private Placement;
   4. the PP Offering Price and the calculation of the PP Offering Price;
   5. the offering period of the Private Placement and share payment of the Private Placement; and
   6. any other conditions and details of the Private Placement.
3. negotiating, agreeing and signing any relevant documents and agreements, as well as to undertake any actions in connection with the foregoing allocation of new ordinary shares;
4. signing application for approval and waiver as well as any evidences in connection with the foregoing allocation of new ordinary shares, including preparing and submitting application for approval and waiver, as well as documents, reports and evidences to competent authorities or relevant agencies, registering the new ordinary shares as registered securities on the Stock Exchange of Thailand, and performing any other acts necessary for the foregoing allocation of new ordinary shares as deemed appropriate;
5. appointing and designating other appropriate persons to be the substitute attorney in fact to perform the foregoing acts or deeds.

Please see additional details in the Capital Increase Report Form (F53-4) (Enclosure).

5