Stark Public : Acquisition of Assets and Schedule for the Extraordinary General Meeting of Shareholders No. 1/2022

Ref. STARK 008/2022

May 23, 2022

Subject: Acquisition of Assets and Schedule for the Extraordinary General Meeting of Shareholders No. 1/2022

Attention: President

The Stock Exchange of Thailand

Enclosure	1. Information Memorandum of Stark Corporation Public Company Limited Re: Acquisition of Assets
	Relating to Investment in LEONI Kabel GmbH (in Germany) and LEONIsche Holding Inc
	(in the United States)

Stark Corporation Public Company Limited ( the " Company" ) hereby informs to the Stock Exchange of Thailand ("SET") as follows:

1. The Board of Directors' Meeting No. 4/2022 held on May 23, 2022 agreed to acquire shares in LEONI Kabel GmbH ("LEONI Kabel"), a limited liability company registered under the laws of Germany and LEONIsche Holding Inc ("LEONIsche"), a Delaware corporation registered under the laws of Delaware (collectively, the "Target Companies"), in the proportion of 100 percent of all ordinary shares of the Target Companies, and certain intercompany financing receivables owed by certain Target Companies and/or its subsidiaries, by the Company, its subsidiary, and/or a new subsidiary of the Company to be established, with the total purchase value of not higher than EUR 560 million (or approximately not higher than THB 20,588.90 million1), including the execution of the Sale and Purchase Agreement, other arrangements, contracts and documents relating to such investment ( the " Proposed Transaction" ). The Board of Directors, then, resolved to approve the disclosure of the resolution of Board of Directors' meeting and the Proposed Transaction to the SET and to approve the call for an Extraordinary General Meeting of Shareholders to approve the aforementioned transaction.

LEONI Kabel is a subsidiary of LEONI AG ("LEONI"), and LEONIsche is a subsidiary of LEONI Bordnetz- Systeme GmbH, which is also a subsidiary of the LEONI (together with LEONI, the "Sellers"). The Sellers are engaged through their business group Automotive Cable Business solutions in the supply of a comprehensive product range across standard and high voltage cables, data and sensor applications as

well as e-mobility charging solutions for automotive applications (the "Automotive Cable Business").

1 At the exchange rate publicized by the Bank of Thailand as of May 20, 2022 at THB 36.7659 per EUR

Page 1 of 5 pages

The Automotive Cable Business is conducted by certain subsidiaries of LEONI which are or will be directly and indirectly held by the Sellers under an ongoing restructuring process, pursuant to the Proposed Transaction. Such restructuring process will be completed prior to the closing of the Proposed Transaction.

Such Proposed Transaction is regarded as a transaction on acquisition of assets under the Notification of the Capital Market Supervisory Board No. TorJor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets, 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 Acquisition or Disposal of Assets B.E. 2547 (2004) (the "Notifications on Acquisition or Disposal of Assets"). The maximum calculated size of such transaction is equal to 1477 percent. Upon consideration of the size of the transaction based on the Net Profit from Operation per the Company's financial statements for the three-month period ended March 31, 2022 reviewed by the Company's auditor, this is regarded as type 4 transaction or a backdoor listing transaction on the SET, as specified in the Notifications on Acquisition or Disposal of Assets. In this regard, the Company has acquired certain assets over the past six months whereby the calculated size of such transaction(s) is equal to 0.223 percent, thus causing the maximum value of the transaction calculated based on the Net Tangible Asset to be equal to 1477.223 percent. Therefore, the Company is required:

1. To prepare and submit a disclosure of information memorandum on the Company's transaction to the SET immediately, which must at least contain the information as required in List (1) attached to the Notifications on Acquisition or Disposal of Assets;
2. To appoint an independent financial advisor to carry out the relevant functions, including provide its opinions as required by the Notifications on Acquisition or Disposal of Assets and submit the independent financial advisor's report to the shareholders for consideration, together with the invitation letter for the Shareholders' Meeting. In this regard, the Company shall appoint a financial advisor approved by the Office of the Securities and Exchange Commission ( the " SEC Office" ) , as its independent financial advisor to provide its opinions to the shareholders on the Proposed Transaction and shall disclose the appointment to the SET accordingly;
3. To convene a Shareholders' Meeting of the Company to approve the execution of the Proposed Transaction, by delivering the invitation letter for the Shareholders' Meeting to the shareholders at least fourteen days prior to the date of the Shareholders' Meeting, with not less than three-fourths

Page 2 of 5 pages

of all votes of the shareholders present at the Meeting and having the right to vote, excluding such votes of the interested shareholders, where the names and number of shares of the shareholders ineligible to vote must also be specified in the invitation letter for the Meeting; and

1. To apply for an approval for the execution of the Proposed Transaction with the SET by filing the application for relisting with the SET under the Regulations of the Stock Exchange of Thailand Re: Listing of Ordinary Shares or Preferred Shares as Listed Securities B.E. 2558 (2015), dated May 11, 2015 (as amended).

However, the Proposed Transaction falls under all four exemptions for relisting under Clause 24 of 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 (2004), namely ( 1) the Target Companies' businesses are similar to the Company's business; ( 2) the Company has no policy to make any major change in the main businesses of the Company; (3) the company group is duly qualified for listing with the SET, whereby Deloitte GmbH Wirtschaftsprüfungsgesellschaft, which is the Target Companies' auditor, is able to prepare and facilitate the preparation of the consolidated financial statements; (4) there will be no material change in the composition of the Board of Directors of the Company and the power to control the Company or in the controlling shareholders of the Company. The details of the Proposed Transaction, which constitutes a transaction on acquisition of assets of a listed company, are described in the Information Memorandum of Stark Corporation Public Company Limited Re: Acquisition of Assets Relating to Investment in LEONI Kabel GmbH (in Germany) and LEONIsche Holding Inc (in the United States) (Enclosure 1).

The Company anticipates to complete the Proposed Transaction by November 30, 2022.

The sale and purchase agreement of the Target Companies between the Company and the Sellers (the "Sale and Purchase Agreement") have common provisions which are customarily included in transactions of this nature, such as: provisions regarding terms of payment, representations and warranties of the parties, termination, and etc. In addition, the Sale and Purchase Agreement specifies certain conditions precedent, which the Proposed Transaction shall proceed only after such conditions precedent have been fulfilled. The material conditions precedent may be summarized as follows:

Page 3 of 5 pages

1. The Company shall have been granted the clearance under the foreign investment control law and merger clearances by the relevant authorities under the applicable laws;
2. The Sellers shall have obtained the consent from the relevant lenders; and
3. The Sellers shall have executed the guarantor release and borrower resignation agreement with the relevant persons.

In this connection, the Board of Directors' Meeting deemed it appropriate to propose the Shareholders' Meeting to consider authorizing the Board of Directors or the Chairman or the Chief Executive Officer or the person authorized by the Board of Directors, the Chairman or the Chief Executive Officer to take any arrangements in connection with or necessary for the execution of the Proposed Transaction, including to execute the Sale and Purchase Agreement, other arrangements, contracts and documents relating to such Proposed Transaction, which constitutes a transaction on acquisition of assets, and to set out rules, conditions and other details necessary for and in connection with the Proposed Transaction as necessary and appropriate under the applicable laws.

2. It was resolved to authorize the Chairman or the person authorized by the Board of Director or the Chairman to have the authority to consider approving the appointment a financial advisor on the list approved by the SEC Office, as its independent financial advisor to provide its opinions on the Proposed Transaction, which is regarded as a transaction on acquisition of assets and shall disclose the appointment to the SET accordingly.

3.	It was resolved	to grant approval to schedule the Extraordinary General Meeting of Shareholders
	No. 1/2022 to be held on October 12, 2022 at 14.00 hours via electronic devices onlyby broadcasting live
	at the meeting room at the head office of the Company No. 518/5 Maneeya Center Building, 16th Floor,
	Ploenchit Road, Lumpini Sub-District, Pathumwan District, Bangkok and the record date to determine the
	list of shareholders entitled to attend the Meeting to be September 12, 2022, as per the following agenda:
	Agenda Item 1	To consider approving the Minutes of the 2022 Annual General Meeting of Shareholders;
	Agenda Item 2	To consider approving the acquisition of shares in LEONI Kabel GmbH and LEONIsche
		Holding Inc and certain intercompany financing receivables, including the execution of

Page 4 of 5 pages

the Sale and Purchase Agreement, other arrangements, contracts and documents relating to such Proposed Transaction, which constitutes a transaction on acquisition of assets; and

Agenda Item 3 To consider other matters (if any).

5. It was resolved to authorize the Chairman or the person authorized by the Board of Director or the Chairman to have the authority to consider approving any amendment or change of the record date to determine the list of shareholders entitled to attend the Extraordinary General Meeting of Shareholders No. 1/2022, including any amendment and/or addition of the agenda of the Extraordinary General Meeting of Shareholders No. 1/2022, and any amendment or change of the date, time and place for the Extraordinary General Meeting of Shareholders No. 1/2022 in the event where the Company encounters any problems on documentations and information, which cause the delivery of such documents and information to the shareholders within the time as required by law and the relevant rules and regulations, to be delayed or to be essentially revised or changed in respect of such date and time as appropriate.

Please be informed accordingly.

Sincerely yours,

-Mr. Chanin Yensudchai-

(Mr. Chanin Yensudchai)

Chairman

Page 5 of 5 pages