Thai Union Public : Resolutions of BOD on the Offering of the New Ordinary Shares of i-Tail Corporation PCL to Directors Executives ITC and the Plan for Initial Public Offering and Listing of ITC in the SET

Ref. 06/650223

Date: February 23, 2022

Subject: Resolutions of Board of Directors on the Offering of the New Ordinary Shares of i-Tail Corporation PCL to Directors Executives i-Tail Corporation PCL and the Plan for Initial Public Offering and Listing of i-Tail Corporation PCL in the Stock Exchange of Thailand

Attention: President

The Stock Exchange of Thailand

According to the Board resolutions No.1/2022, date on 23th February 2022, Thai Union Group Public Company Limited would like to inform the following resolutions;

1. The offering of the new ordinary shares, to be issued by i-Tail Corporation PCL., to directors, executives and employees of i-Tail Corporation PCL.

The Board of Directors has a resolution to approve the plan of i-Tail Corporation Public Company Limited ("ITC"), a company's subsidiary, to issue and offer its new ordinary shares to directors, executives and employees of ITC and its subsidiaries with the aim of remunerating them for their support, and motivate them to dedicate their determination to work, retaining the long-lasting employment of highly efficient personnel and implanting the spirit of participation in business in order to enhance their contribution to ITC's growth and sustainability (ESOP Program). In this regard, ITC wishes to offer up to 5,000,000 shares to directors, executives and employees of ITC and its subsidiaries which equivalent to not exceed 0.17% of the total issued and outstanding shares of ITC after the IPO. The subscription price of ESOP Shares is expected to be equal to the offering price of IPO shares. In this regard, the board of ITC shall be able to determine appropriateness of the share allocation.

The remaining ESOP Shares left unallocated to directors, executives and employees of ITC and its subsidiaries will further be offered to the public.

Under this ESOP Program, none of the directors, executives or employees of ITC or its subsidiaries will be allocated more than 5% of the total ESOP Shares. The details of ITC's directors who will receive an allocation can be seen below:

	Name			Position			Number of allocated			Percentage of
					shares			allocated shares
1. Mr. Cheng Niruttinanon		Chairman of Board of	200,000		4
	Directors

บริษัท ไทยยูเนี่ยน กรุ๊ป จ ำกัด (มหำชน)

THAI UNION GROUP PUBLIC COMPANY LIMITED

Tax ID & Registered no. 0107537000891 Website:thaiunion.com

Head Office: 72/1 Moo 7, Sethakit 1 Road, Tarsrai Sub-District, Muang Samutsakhon District, Samutsakhon Province 74000 Thailand

Tel: 66 (0)	3481 6500	Fax: [phone]
Bangkok Office: 979/12 M Floor, S.M. Tower, Phaholyothin Road, Phayathai Sub-District, Phayathai District, Bangkok 10400 Thailand
Tel: 66 (0)	2298 0537 - 41	Fax: [phone]

	Name			Position			Number of allocated			Percentage of
					shares			allocated shares
2.	Mr. Thiraphong Chansiri		Director	100,000		2
3.	Mr. Chan Tin Shu		Director	100,000		2
4.	Mr. Chan Shue Chung		Director	100,000		2
5.	Mr. Thawee Tangchansiri		Director	100,000		2
6.	Mr. Pichitchai Wongpiya		Director	100,000		2
7.	Mr. Chaiwat Charoenrujitanon		Director	100,000		2
8.	Prof. Emeritus Teerachai		Independent Director	100,000		2
	Chantarojanasiri
9.	Ms. Anchalee Bunsongsikul		Independent Director	100,000		2
10.	Mrs. Sawita Suwansawat		Independent Director	100,000		2
11.	Mr. Kaweewut Temphuwapat		Independent Director	100,000		2

According to the Notification of the Capital Market Supervisory Board no. Thor Chor.32/2551 re: Offering of Newly Issued Shares to Directors or Employees (as amended), the Company is obliged to seek shareholders' approval for the ESOP Program, in accordance with the terms and conditions clarified in the notification.

This resolution will be proposed to the shareholders' meeting for consideration and approval.

1. The plans to conduct an initial public offering of i-Tail Corporation PCL., (IPO) and the listing of its shares on the Stock Exchange of Thailand.

The Board of Directors has a resolution to approve i-Tail Corporation Public Company Limited ("ITC"), a company's subsidiary, to process on a preparation of an Initial Public Offering "IPO" application for submitting to the SEC and the listing of its shares on SET, which is considered to be an IPO of a subsidiary of the listed company ("Spin-off"). ITC's IPO plan will result in a decrease in the Company's shareholding ratio in ITC. In this regard, ITC plans to offer for sale of newly issued shares under ESOP Program and IPO in an amount of 600 million shares. In addition, the Company is planning to offer and sale of ordinary shares held in ITC for IPO of up to 60 million shares, which in total equals 22% of the total issued shares in ITC after IPO. Therefore, after the IPO, the Company will continue to be a shareholder with controlling power in ITC representing approximately 77.64% of the total issued shares in ITC.

บริษัท ไทยยูเนี่ยน กรุ๊ป จ ำกัด (มหำชน)

THAI UNION GROUP PUBLIC COMPANY LIMITED

Tax ID & Registered no. 0107537000891 Website:thaiunion.com

Head Office: 72/1 Moo 7, Sethakit 1 Road, Tarsrai Sub-District, Muang Samutsakhon District, Samutsakhon Province 74000 Thailand

Tel: 66 (0)	3481 6500	Fax: [phone]
Bangkok Office: 979/12 M Floor, S.M. Tower, Phaholyothin Road, Phayathai Sub-District, Phayathai District, Bangkok 10400 Thailand
Tel: 66 (0)	2298 0537 - 41	Fax: [phone]

In order to minimize the dilution effect from the Spin-off plan, it is proposed to propose pre-emptive rights in the proportion not more than 20% of the total IPO shares to the existing shareholders of the Company. The remaining shares left unsubscribed under pre-emptive rights shall be offered to the public in IPO process.

This Spin-off plan will result in the dilution of the shareholding proportion of the Company in ITC, and is considered as a disposal of assets of a listed company, according to the Notification of Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and 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 Disposition of Assets B.E. 2547. In this regard, when calculating the size of the shareholding reduction of the Company's shares in ITC, according to various methods specified in the Acquisition or Disposal Notifications, and based on the Company and ITC's financial statements on 31 December 2021, it is found that the highest value when calculated in accordance with the operating profit criteria equals 4.39%. Based on the size of said transaction, the Company has neither a duty to disclose information regarding the disposition of assets to the SET to the SET nor to prepare an announcement to be sent to the shareholders including obtaining shareholders' approval to enter into the transaction, as provided in the Acquisition or Disposal Notifications.

In this regard, the Board of Directors of the Company and/or Executive Committee and/or the person assigned by the Board of Directors of the Company, together with Board of Directors of ITC and/or the person designated by Board of Directors of ITC will determine the criteria, conditions and details of the IPO of ITC under the Spin-off plan and authorize to perform any certain actions including but not limited to appoint an authorized person to proceed and vote in ITC shareholder meeting, filing relevant documents or coordinate with any relevant persons or authorities.

In addition, in order to comply with business diversification principle, as long as the Company is a major shareholder in ITC, the Company has a policy that ITC is a Flagship for the business of manufacturing and distributing of pet food and other related business (Pet Care Business). The company will not directly or indirectly invest and/or operate any compete businesses with the business of ITC.

Please be informed accordingly and consider further dissemination to investors.

Respectfully yours,

Thai Union Group Public Company Limited

Mr. Thiraphong Chansiri, Director

Mr. Shue Chung Chan, Director

บริษัท ไทยยูเนี่ยน กรุ๊ป จ ำกัด (มหำชน)

THAI UNION GROUP PUBLIC COMPANY LIMITED

Tax ID & Registered no. 0107537000891 Website:thaiunion.com

Head Office: 72/1 Moo 7, Sethakit 1 Road, Tarsrai Sub-District, Muang Samutsakhon District, Samutsakhon Province 74000 Thailand

Tel: 66 (0)	3481 6500	Fax: [phone]
Bangkok Office: 979/12 M Floor, S.M. Tower, Phaholyothin Road, Phayathai Sub-District, Phayathai District, Bangkok 10400 Thailand
Tel: 66 (0)	2298 0537 - 41	Fax: [phone]