Sabuy Technology Public : The acquisition in iSoftel (Thailand) Co., Ltd., Softel Communication (Thailand) Co., Ltd., Oops Network Co., Ltd. and Redhouse Digital Co., Ltd., Capital Increase, issued warrants Sabuy-W2 (Revised) and convened EGM1/2022

SABUY 033/2022

June 24, 2022

Subject: The acquisition in iSoftel (Thailand) Company Limited, Softel Communication (Thailand) Company Limited, Oops Network Company Limited and Redhouse Digital Company Limited, Capital Increase, issued warrants to purchase newly-issued ordinary shares (Sabuy-W2), appointment of directors and convened EGM1/2022

To: President

The Stock Exchange of Thailand

Attachment: 1. Information Memorandum on Acquisition of Assets of Sabuy Technology Public Company Limited in relation to the investment in iSoftel (Thailand) Company Limited and Softel Communication (Thailand) Company Limited.

1. Information Memorandum on Acquisition of Assets of Sabuy Technology Public Company Limited in relation to the investment in Oops Network Company Limited and Redhouse Digital Company Limited.
2. Capital Increase Report (F53-4).
3. Information Memorandum on the Issuance and Offering of Newly Issued Ordinary Shares for a Specific Person of Sabuy Technology Public Company Limited to ISF Holding Company Limited, which is Private Placement.
4. Information Memorandum on the Issuance and Offering of Newly Issued Ordinary Shares for a Specific Person of Sabuy Technology Public Company Limited to MKO Holding Company Limited, which is Private Placement.
5. Information Memorandum on the Issuance and Offering of Newly Issued Ordinary Shares for a Specific Person of Sabuy Technology Public Company Limited to MR. ARNONCHAI VEERAPRAVATI, who is Private Placement.
6. The summary of key features of warrants to purchase newly-issued ordinary shares Sabuy- W2.

Sabuy Technology Public Company Limited (the "Company") would like to inform the resolutions of the Board of Directors meeting No.12/2022 held on June 23, 2022, with the details as follows:

1. Approved to propose to the shareholders' meeting to consider and approve the investment in iSoftel (Thailand) Company Limited and Softel Communication (Thailand) Company Limited of which are not connected persons of the Company. According to the Board of Directors Meeting No.8/2022 held on May 4, 2022, the Board of Directors meeting had resolved to approve the investment in iSoftel (Thailand) Company

Limited ("iSoftel") and Softel Communication (Thailand) Company Limited ("Softel") in the proportion of 25.01 percent by purchasing not exceeding of 25,010 ordinary shares of iSoftel (of which holds 99.99 percent of

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ordinary shares of Softel) from ISF Holding Company Limited ("ISF Holding"). The compensation will be fully paid by cash of not exceeding THB 120,048,000. In this regard, because the Company sees the benefits and cooperation between the Company and iSoftel, the Company intends to adjust the terms and conditions of the investment in iSoftel as follows:

1.1 The Company will adjust the proportion of the investment in iSoftel from 25.01 percent to be 51.00 percent, equivalent to 51,000 shares; and

1.2 The Company and iSoftel will adjust the investment method from purchasing the ordinary shares of iSoftel (of which holds 99.99 percent of ordinary shares of Softel) from ISF Holding to be the investment in iSoftel and Softel through the purchasing and accepting all business assets and liabilities from ISF Holding (ISF Holding currently holds 51 percent of the total shares of iSoftel and will indirectly hold the shares of Softel through iSoftel)

In this regard, the purchase and the entire business transfer from ISF Holding will be processed

as follows:

1. ISF Holding will transfer the entire business of ISF Holding, consisting of the ordinary shares of iSoftel held by ISF Holding in the proportion of 51.00 percent of the total paid-up shares of iSoftel and the ordinary shares of Softel held by iSoftel in the proportion of 99.99 percent of the total paid-up shares of Softel, to the Company.
2. The compensation of the purchase and the acceptance of the entire business transfer from ISF Holding will be paid by issuing 8,742,857 newly-issued ordinary shares of the Company to ISF Holding at the offering price of THB 28 per share, totaling THB 244,800,000.

The aforementioned transaction is considered as an acquisition of assets transaction of the Company according to 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 Disposal of Assets B.E.2547 (2004), and Notification of Capital Market Supervisory Board No. TorJor. 20/2551 Re: Rules on Entering into material Transactions Deemed as Acquisition or Disposal of Assets ("Acquisition and Disposal of Assets Notifications"). The compensation of the purchase and the acceptance of the entire business of ISF Holding will be paid by issuing 8,742 ,857 newly-issued ordinary shares to ISF Holding at the offering price of THB 28 per share, totaling THB 244,800,000. The transaction size is calculated to 6.51 percent based on the net operating profits. This is the criterion that calculates the maximum transaction size from the consolidated financial statements of the Company that have been audited by a certified public accountant ending March 31, 2022. Whereas, the overall size of the acquisition of assets transaction in the past 6 months of the Company equals to 57.62 percent based on the net operating profits. This is the criterion that calculates the maximum transaction size from the consolidated financial statements of the Company that have been audited by a certified public accountant ending March 31, 2022. The transaction size is higher than 50 percent. Therefore, the Company is obligated to disclose the information memorandum regarding the acquisition transaction of the Company to the Stock Exchange of Thailand ("SET") according to the Acquisition and

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Disposal of Assets Notifications. In addition, the transaction must be proposed to the shareholders' meeting to consider and to approve such transaction, and the independent financial advisor must be appointed to express opinions on such transaction. The resolution must be approved by the vote of no less than three-fourths of the total shareholders attending the meeting and entitled to vote, excluding the vote of the shareholder who has a conflict of interest.

The details of the investment in iSoftel and Softel under the process of the entire business transfer or EBT by purchasing and accepting the entire business transfer of ISF Holding are set out in the Information Memorandum on Acquisition of Assets of Sabuy Technology Public Company Limited in relation to the investment in iSoftel (Thailand) Company Limited and Softel Communication (Thailand) Company Limited, Attachment 1.

2. Approved to propose to the shareholders' meeting to consider and approve the investment in Oops Network Company Limited ("MKO") by purchasing the ordinary shares in the proportion of 50 percent of the total paid-up shares of MKO. In addition, the Company intends to invest in Redhouse Digital Company Limited ("RH") by purchasing the ordinary shares in the proportion of 50 percent of the total paid-up shares of RH through the purchasing and accepting all business assets and liabilities from Oops Media Holding Company Limited ("MKO Media Holding") of which is set up to accommodate the transactions of the investment in MKO and RH.

The aforementioned transaction is considered as an acquisition of assets transaction of the Company according to the Acquisition and Disposal of Assets Notifications. The compensation of the purchase and the acceptance of the entire business of MKO Holding will be paid by issuing 3,571,428 newly-issued ordinary shares to MKO Holding at the offering price of THB 28 per share, totaling THB 99,999,984. The transaction size is calculated to 1.52 percent based on the total value of consideration criteria. This is the criterion that calculates the maximum transaction size from the consolidated financial statements of the Company that have been audited by a certified public accountant ending March 31, 2022. Whereas, the overall size of the acquisition of assets transaction in the past 6 months of the Company equals to 57.62 percent based on the net operating profits. This is the criterion that calculates the maximum transaction size from the consolidated financial statements of the Company that have been audited by a certified public accountant ending March 31, 2022. The transaction size is higher than 50 percent. Therefore, the Company is obligated to disclose the information memorandum regarding the acquisition transaction of the Company to SET according to the Acquisition and Disposal of Assets Notifications. In addition, the transaction must be proposed to the shareholders' meeting to consider and to approve such transaction, and the independent financial advisor must be appointed to express opinions on such transaction. The resolution must be approved by the vote of no less than three-fourths of the total shareholders attending the meeting and entitled to vote, excluding the vote of the shareholder who has a conflict of interest.

The details of the investment in MKO and RH under the process of the entire business transfer or EBT by purchasing and accepting the entire business transfer of MKO Holding are set out in the Information

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Memorandum on Acquisition of Assets of Sabuy Technology Public Company Limited in relation to the investment in Oops Network Company Limited and Redhouse Digital Company Limited, Attachment 2.

1. 3. Approved to propose to the shareholders' meeting to consider and approve the change of compensation method of the purchase of warrants to purchase ordinary shares of Advance Information

   Technology Public Company Limited No. 2 ("Warrants AIT-W2") from the existing shareholder of Advance

   Information Technology Public Company ("AIT") who is a connected person of the Company whereby the 2022 Annual General Meeting of Shareholders of the Company (the "2022 AGM") held on April 27, 2022 had resolved to approve the Company to invest in AIT as follows:

2. Approved the purchase of ordinary shares of AIT and Warrants AIT-W2 from MR. ARNONCHAI
   VEERAPRAVATI ("MR. ARNONCHAI"), who is the existing shareholder of AIT, by purchasing 30,000,000 ordinary shares, or equivalent to 2.91 percent of the total paid-up shares of AIT, at the offering price of THB 7.08 per share, totaling THB 212,400,000, and by purchasing 140,000,000 units of Warrants AIT-W2 at the offering price of THB 3.55 per unit, totaling THB 497,000,000. After the investment in AIT, the Company is entitled to exercise the conversion right of Warrants AIT-W2 in the amount of 140,000,000 units with AIT at the conversion price of THB 2, totaling THB 280,000,000. Therefore, in case that the Company fully exercise the conversion right of Warrants AIT-W2 in the amount of 140,000,000 units, the transaction value of the investment in AIT of the Company will be THB 989,400,000. The aforementioned transaction is considered as an acquisition of assets transaction of the Company according to the Acquisition and Disposal of Assets Notifications. , and is considered as a connected transaction in accordance with the Notification of the Capital Market Supervisory Board No. TorJor. 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, 2003 (B.E. 2546) ("Notification on Connected Transactions"). In this regard, the Company had already disclosed the information memorandum of the acquisition transaction of the Company and the connected transaction of the Company to SET. The 2022 AGM held on April 27, 2022 had resolved to approve the purchase of the ordinary shares of AIT and Warrants AIT-W2 by the vote of no less than three-fourths of the total shareholders attending the meeting and entitled to vote, excluding the vote of the shareholder who has a conflict of interest.
3. Approved the Company to pay the compensation of the purchase of the ordinary shares of AIT and Warrants AIT-W2 to MR. ARNONCHAI by issuing 25, 111, 504 newly-issued ordinary shares at the offering price of THB 28.25 per share, of which such offering price is no less than 90 percent of the market price according to the Notification of the Capital Market Supervisory Board No. TorJor. 72/2558 Re: Permission for Listed Companies to Offer Newly Issued Shares to Private Placements ("Notification TorJor. 72/2558") (whereas the market price is calculated from the weighted average price for the past 7 consecutive business days prior to the date that the Board of Directors resolved to approved the investment in AIT and the issuance and offering of newly-issued ordinary shares for MR. ARNONCHAI as the compensation, from February 9 - February 18, 2022 (business days only) of which was equal to THB 30. 6413 per share). The 2022 AGM had resolved to approve the issuance and offering of 25,111,504 newly-issued ordinary shares of the Company for MR. ARNONCHAI at

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the offering price of THB 28.25 per share, totaling THB 709,399,988. The issuance and offering of the newly- issued ordinary shares of the Company for MR. ARNONCHAI was the issuance and offering of newly-issued ordinary shares of the Company for a specific person (Private Placement) of which later was approved by the Securities and Exchange Commission ("SEC") from June 12, 2022 onwards to issue and to offer such newly- issued ordinary shares of the Company to MR. ARNONCHAI as specified in Notification Tor Jor. 72/2558.

On June 13, 2022, the Company has already acquired 30,000,000 ordinary shares of AIT and Warrants AIT-W2 from MR. ARNONCHAI, and issued 7,518,584 newly-issued ordinary shares as the compensation to MR. ARNONCHAI. However, the Company has been informed of the obstacle by the department of business that the Company could not purchase Warrants AIT-W2 by issuing the newly-issued ordinary shares of the Company as the compensation. The registrar clarified that Warrants AIT-W2 is the property with the term of right to claim. Even though Warrants AIT-W2 has the trading price in SET and it can be exchanged its ownership, there is uncertain risk whether Warrants AIT-W2 may not be exercised its conversion right. Therefore, the compensation of Warrants AIT-W2 cannot be registered for the increase of the paid-up capital until Warrants AIT-W2 has been exercised its conversion right to be ordinary shares. The executive team suggested the Board of Directors meeting to change the compensation method from the issuance of newly-issued ordinary shares to be replaced by the payment of cash in order to further proceed such transaction without neither obstacle nor the conversion period issue.

As the 2022 AGM had resolved to approve the Company to purchase Warrants AIT-W2 from MR. ARNONCHAI of which would be paid by issuing newly-issued ordinary shares of the Company. Therefore, the Company must propose to the Shareholders' meeting to consider and approve the change of the compensation method for the purchase of Warrants AIT-W2 to be paid by cash.

4. Approved to propose to the shareholders' meeting to consider and approve the cancellation of the issuance and offering of warrants to purchase the ordinary shares of the Company for the existing shareholders in the proportion to their respective shareholding (Rights Offering) No.2 ( SABUY-W2) of which had been previously approved, and to consider and approve the issuance and offering of warrants to purchase the ordinary shares of the Company for the existing shareholders in the proportion to their respective shareholding (Rights Offering) No.2 (SABUY-W2) which is the new set.

As the 2022 AGM held on April 27, 2022 had resolved to approve the Company to issue and to offer for sale of warrants to purchase the ordinary shares of the Company to the existing shareholders in the proportion to their respective shareholding (Rights Offering) No.2 ( SABUY-W2) of which had been previously approved ("Previous Set of Warrants SABUY-W2") in the amount of not exceeding 508,551,983 units, with a free of charge (THB 0), in order to allocate them to the existing shareholders in proportion to their respective shareholdings (Rights Offering) at the ratio of five ordinary shares to two units of warrants (5:2), (any fraction will be rounded down). In case of any fraction remaining from the calculation of the allocation as the aforementioned ratio, the whole amount of such fraction must be rounded down. In this regard, the Company determined the record date for the shareholders entitled to receive the Previous set of Warrants SABUY-W2 on August 5, 2022 and determined that the Previous Set of Warrants SABUY-W2 of 1 (one) unit is entitled to

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