Sabuy Technology : Invest in Asiasoft Corporation PCL, purchase assets from connected persons, sale shares in Plus Tech Innovation PCL to a connected person, change of the credit limit for debentures, allocation of Genaral Mandate and call EGM No. 2/2022

SABUY 038/2565

August 15,2022

Subject: Investment in Asiasoft Corporation Public Company Limited, purchase of land and buildings from connected persons, sale of the ordinary shares in Plus Tech Innovation Public Company Limited to a connected person, change of the credit limit for the issuance and offering of debentures, and call of the Extraordinary General Meeting of Shareholders No. 2/2022

To: President

The Stock Exchange of Thailand Attachment:

1. Information Memorandum on Acquisition of Assets and Connected Transaction of Sabuy Technology Company Limited (List 1)
2. Information Memorandum on Connected Transaction of Sabuy Technology Company Limited
3. Information Memorandum on the Offering of Newly Issued Shares to Private Placement
4. Report form for the Issuance and Allocation of the Capital Increase under a General Mandate
   (F53-4-1)
5. The Summary of the Issuing and Selling of Debentures in the amount not exceeding 5,000 million baht

Sabuy Technology Public Company Limited (the "Company") would like to inform the resolutions of the Board of Directors meeting No. 15/2022, held on August 11, 2022, with the details as follows:

1. Approved the entry into the asset acquisitions and/or connected transaction as follows:

1.1 The investment in up to 73,720,904 ordinary shares in Asiasoft Corporation Public Company Limited ("AS") or equivalent to 15.70 percent of the total shares in AS ("AS Shares") and up to 33,837,554 units of the Warrants to Purchase the Ordinary Shares in AS No. 2 ("AS-W2") from Mr. Pramoth Sudjitporn and Ms. Saowaluck Jitsumrit (collectively referred to as the "AS Existing Shareholders") where the ordinary shares to be received by the Company from this transaction in the case where the AS-W2 and the Warrants to Purchase the Ordinary Shares in AS Allocated to the Directors, Executives and

Employees of AS and its Subsidiaries ("AS-WB") have been exercised in full, will account for 21.00 percent (i.e. 14.39 percent for the AS Shares and 6.61 percent for the exercise of the AS-W2) of the total shares in AS after the exercise of such rights. AS is an online entertainment service provider and is a leading online game operator in South East Asia. AS is the number one online game operator in Thailand and Singapore and the second largest online game operator in Malaysia and Vietnam and is currently providing 33 online game services in Thailand, Singapore, Malaysia, the Philippines, Vietnam, and Indonesia. In this regard, the Company will make a payment of up to THB 1,710,062,347 to the AS Existing Shareholders. In any case, the Company will exercise the right to purchase the ordinary shares under the AS-W2 at the exercise price of THB 3.50 per share, or equivalent to the total amount of up to THB 118,431,439 (if the exercise price of the AS-W2 together with the cost

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of acquisition of the AS-W2 is below the share price of AS at the date of exercise). As such, the value of such investment is up to THB 1,828,493,786 (the foregoing transaction shall be referred to as the "AS Transaction").

1.2 The purchase of nine items of land and buildings from Thiensurat Public Company Limited ("TSR") and its relevant subsidiaries as per the details shown in item 4.2 of Enclosure 1) (collectively referred to as the

"TSR Group"). In this regard, the Company will make a payment of up to THB 595,835,136 (exclusive of taxes, transfer fees and related transaction costs) to the TSR Group (the "Land Transaction").

The above transactions are considered the Company's asset acquisitions in accordance with 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 or Disposition of Assets B.E. 2547 and the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposition of Assets (as amended) (the "Notifications on Asset Acquisition or Disposition"). The transaction size of each transaction is calculated based on the Company's consolidated financial statements, which have been reviewed by a certified public accountant, for the six-month period ended 30 June 2022 and the calculated highest transaction size for each transaction is as follows:

1. AS Transaction's highest transaction size is 38.53 percent calculated based on the net operating profit criterion.
2. Land Transaction's highest transaction size is 5.30 percent calculated based on the total value of consideration criterion.

After the value of other asset acquisition transactions during the past six months of the Company is combined with the value of the asset acquisition transactions under Enclosure 1, the total transaction size will be 84.26 percent based on the net operating profit criterion, which gives the highest transaction size. In this regard, as the transaction size exceeds 50 percent, the Company has a duty to disclose information in relation to the Company's asset acquisition transactions to the Stock Exchange of Thailand (the "SET") in accordance with the Notifications on Asset Acquisition or Disposition and obtain approval for entering into the transactions from the shareholders' meeting with votes of not less than three-quarters of the total votes of the shareholders attending the meeting and having the right to vote, excluding the votes of interested shareholders, as well as appointing an independent financial advisor to provide an opinion on such transactions and submitting such opinion to the Office of the Securities and Exchange Commission (the "Office of the SEC") and the SET.

Further, the Land Transaction is considered a connected transaction in accordance with the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected Transactions 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 Connected Transactions B.E. 2546 (as amended) (the "Notifications on Connected Transactions") because TSR is a connected person of the Company. In this regard, the value of the Land Transaction is THB 595,835,136 or equivalent to 13.06 percent of the value of the net tangible assets of the Company according to the Company's consolidated financial statements, which

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have been reviewed by a certified public accountant, for the six-month period ended 30 June 2022. The size of such transaction, therefore, exceeds 3 percent of the net tangible asset value of the Company. However, the Company has no other connected transaction with the same connected person or any related person of such connected person within the past six months prior to the Board of Directors' meeting No. 15/2022. Accordingly, the Company has a duty to disclose information in relation to the Company's connected transaction to the SET in accordance with the Notifications on Connected Transactions and obtain approval for entering into the transaction from the shareholders' meeting with votes of not less than three-quarters of the total votes of shareholders attending the meeting and having the right to vote, excluding the votes of interested shareholders, as well as appointing an independent financial advisor to provide an opinion on such transaction and submitting such opinion to the Office of the SEC and the SET, and the Company is required to submit a letter of invitation to the shareholders' meeting to its shareholders at least 14 days in advance.

In this regard, the Board of Directors' meeting of the Company has resolved to approve the appointment of Avantgarde Capital Company Limited as the independent financial advisor to provide an opinion in relation to these transactions. Details on the AS Transaction and the Land Transaction are as shown in Enclosure 1.

2. The sale of up to 27,083,415 ordinary shares or equivalent to 11.06 percent of the total shares in Plus Tech

Innovation Public Company Limited ("PTECH") to TSR via an entire business transfer where the Company will receive consideration of up to THB 595,835,130 (the "PTECH Transaction").

The above transaction is considered the Company's asset disposition in accordance with the Notification on Asset Acquisition or Disposition. The transaction size of such transaction calculated based on the Company's consolidated financial statements, which have been reviewed by a certified public accountant, for the six-month period ended 30 June 2022, and the total value of consideration criterion, which gives the highest transaction size, is 5.30 percent. After the value of other asset disposition transactions during the past six months of the Company is combined with the value of the asset disposition transaction under Enclosure 2, the total transaction size will be 10.59 percent based on the total value of consideration criterion, which gives the highest transaction size. In this regard, as the transaction size is less than 15 percent, the Company has no duty to undertake any further actions under the Notifications on Asset Acquisition or Disposition.

However, the PTECH Transaction is considered a connected transaction in accordance with the Notifications on Connected Transactions because TSR is a connected person of the Company. In this regard, the value of the PTECH Transaction is THB 595,835,130 or equivalent to 13.06 percent of the value of the net tangible assets of the Company according to the Company's consolidated financial statements, which have been reviewed by a certified public accountant, for the six-month period ended 30 June 2022. The size of such transaction, therefore, exceeds 3 percent of the net tangible asset value of the Company. However, the Company has no other connected transaction with the same connected person or any related person of such connected person within the past six months prior to the Board of Directors' meeting No. 15/2022. Accordingly, the Company has a duty to disclose information in relation to the Company's connected transaction to the SET

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in accordance with the Notifications on Connected Transactions and obtain approval for entering into the transaction from the shareholders' meeting with votes of not less than three-quarters of the total votes of shareholders attending the meeting and having the right to vote, excluding the votes of interested shareholders, as well as appointing an independent financial advisor to provide an opinion on such transaction and submitting such opinion to the Office of the SEC and the SET, and the Company is required to submit a letter of invitation to the shareholders' meeting to its shareholders at least 14 days in advance.

In this regard, the Board of Directors' meeting of the Company has resolved to approve the appointment of Grant Thornton Services Company Limited as the independent financial advisor to provide an opinion in relation to such transaction. Details on the PTECH Transaction are as shown in Enclosure 2.

3. Approved the issuance and allocation of newly issued ordinary shares under a General Mandate No.1 by issuing and allotting the Company's newly issued ordinary shares to Private Placement with details as follows:

The Company will issue and offer the Company's newly issued ordinary shares to specific persons (Private Placement) of 26,121,350 shares at the offering price of THB 20.00 per share, totaling THB 522,427,000 in which the offering price of such capital increase shares is a price of not less than 90 percent of the weighted average price of the Company's shares on the Stock Exchange of Thailand of the past 15 business days which equals to THB 17.05 per share to one investor in a private placement, namely, Ms. Saowaluck Jitsumrit. The said investor is a natural person who has real investment potential including having appropriate knowledge and experience or the potential to benefit or promote the Company's operations in the long term, or to be a Strategic Shareholder. In this regard, the Company will comply with the Notification of the Capital Market Supervisory Board No. Tor Chor. 72/2558 Subject: Permission for Listed Companies to Offer Newly Issued Shares to Private Placement (Codified Edition) ("Tor Chor 72/2558")

The market price for the issuance of newly issued ordinary shares to be allocated to the said investor, calculated from the weighted average price of the Company's ordinary shares in the Stock Exchange of Thailand ("SET") for the past 1 5 consecutive business days prior to the date on which the offering price is set. In this regard, the date of setting the offering price of the shares must not be later than 3 business days prior to the first day of the offering of shares to investors in accordance with the rules announced by Tor Chor 7 2 / 2 5 5 8 , with the offering price set date on August 11 , 2022 ( weighted average price between July 19 - August 10 , 2022) is THB 18.95.

In the event that the weighted average price of the Company's shares in the Stock Exchange of the past 7 - 15 business days prior to the offering price of such capital increase shares is lower than 90 percent of market price, the Company will notify the said investor of the Silent Period. As the first offering date of this share capital increase is on August 17, 2565, the 15 days period prior to the first offering date fall between July 25, 2022, and August 16, 2022. The Company will make calculation and inform the investor thereafter.

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Moreover, the Board of Directors has assigned the Chief Executive Officer to have the power to perform various actions related to the issuance, offering, allocation and delivery of newly issued ordinary shares to the said investor, including (1) to enter into negotiations, enter into agreements and sign the shares subscription agreements and any other documents and contracts related to the issuing, offering, allocation; and delivery for the newly issued ordinary shares including carrying out various actions in connection with the issuing, offering, allocation and delivery for the newly issued ordinary shares (2) carry out various activities in connection with the exercise of the rights to subscribe for newly issued ordinary shares of investors, including overseeing the delivery of information and disclosing relevant details to the SET; and (3) Signing various permission request, waiver, documents and evidences necessary and relevant to the issuing, offering, allocation, and delivery of the newly issued ordinary shares which includes contact and requesting permission and waiver such documents and evidence to government agencies or relevant agencies and the introduction of the Company's newly issued ordinary shares Listed on the Stock Exchange and has the power to perform any other necessary and appropriate actions in connection with the issuing, offering, allocation, and delivery of the above-mentioned newly issued ordinary shares in order for the issuance and allocation of the newly issued ordinary shares to be offered to the said investor successfully. The details of the issuance and allocation of newly issued ordinary shares under a General Mandate No.1 appears in the Attachment 3 and 4.

1. Approved the amendment of the limit for issuing and selling the Company's debentures to be not exceeding THB 5,000 million, from the previous limit of "not more than THB 3,000 million" to the new limit of "not more than THB 5,000 million" and propose the said amendment to the Shareholders' meeting to consider and approve. The details of the amendment of the limit for issuing and selling the Company's debentures to be not exceeding THB 5,000 million appears in the Attachment 5.
2. Approved the appointment of the Company's independent financial advisors as follows:

1. Appointed Avantgarde Capital Company Limited to be the independent financial advisor in relation to the AS transaction and the [Land] transaction.
2. Appointed Grant Thornton Services Company Limited to be the independent financial advisor in relation to the PTHECH transaction.

6. Approved the determination of the Record Date for the shareholders entitled to attend the Extraordinary General Meeting of Shareholders No. 2/2022 to be on September 2, 2022, and the determination of the meeting date of the Extraordinary General Meeting of Shareholders No. 2/2022 to be on September 28, 2022, at 10.00 a.m. via Electronic Meeting only, which will be broadcasted from the meeting room, 2nd Floor, Office of the Company, No. 230, Bang Khun Thian - Chai Thale Road, Samae Dam Subdistrict, Bang Khun Thian District, Bangkok 10150, with the agenda items set out as follows:

Item 1 To consider and approve the Extraordinary General Meeting of Shareholders No.1/2022

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