Thiensurat : Entering into connected transactions/Appointing independent financial advisors/Increasing registered capital/Amending the memorandum of association and Notification of the date of the Extraordinary General Meeting of Shareholders No.1/2565(Revise3)

TSR.IR. 018/2022

			15 August 2022
Subject Entering	into connected transactions, Appointing independent financial advisors, Increasing
	registered capital, Amending the Memorandum of Association and Notification of the date of the
	Extraordinary General Meeting of Shareholders No. 1/2565 (Revised 3)
To	President
	The Stock Exchange of Thailand
Attachment	1.	Information Memorandum on the Asset Acquisitions and the Connected Transaction of
			Thiensurat Public Company Limited. Sale of land and buildings to Sabuy Technology
			Public Company Limited ("SABUY"), a connected person

1. Information Memorandum on Connected Transaction of Thiensurat Public Company Limited of purchasing ordinary shares of Plus Tech Innovation Public Company Limited ("PTECH") from Sabuy Technology Public Company Limited ("SABUY"), a connected person
2. Capital increase report form (F53-4)
3. Detail of warrants representing right to purchase newly issued ordinary shares of Thiensurat Public Company Limited (TSR-W2) without a charge of payment.
4. The issuance and offering of debentures in the amount not exceeding 1,000 million baht,

Thiensurat Public Company Limited.

Thiensurat Public Company Limited (TSR) ("The Company") would like to inform the resolutions of the Board of Directors' Meeting No. 5/2022 held on 11 August 2022 as follows;

1. Approval the sale of land and buildings to connected persons The Company will sell the land to Sabuy Technology Public Company Limited ("SABUY"), which is a connected person. Value of land and buildings 5 9 5 ,8 3 5 ,1 3 6 baht (excluding tax burden transfer fee related transaction fees) (Attachment 1)
2. Approve the purchase of ordinary shares of Plus Tech Innovation Public Company Limited ("PTECH") from a connected person. The Company will use the proceeds from the sale of assets to purchase ordinary shares of Plus Tech Innovation Public Company Limited ("PTECH") from Sabuy Technology Public Company Limited ("SABUY") and/or Subsidiary. The company will pay for shares in cash, not exceeding 595,835,130 baht. (Attachment 2)
3. Approval to propose to the Extraordinary General Meeting of Shareholders No.1/2565 to consider and approve the issuance and allocation of warrants to purchase ordinary shares of the Company No. 2 (TSR-W2) to the existing shareholders without a charge of payment, totaling not more than 274,705,617 units. The ratio is 2 existing ordinary shares to 1 unit of warrants (any fraction of the warrants shall be

discarded). Record Date on 17 October 2022 The detail of TSR-W2 stated in the attachment 4. Authorized and empowered the Board of Directors and/or the person(s) entrusted by the Board of Directors to determine and fix the conditions and/or details necessary for the sale of shares, for example, subscription period, the payment period, allocation procedure etc. Such person(s) shall also be empowered to sign any relevant document and to do any act and thing necessary and in connection with the offering of the said shares including but not limited to provide information or documents to the Office of the Securities and Exchange Commission, the Stock Exchange of Thailand, Thailand Securities Depositary Co., Ltd., the Ministry of Commerce or any other relevant authorities as well as to list the new shares on the Stock Exchange of Thailand. Thus, the rights to receive those issuance and allocation of warrants is uncertainty since it needs approval at the Extraordinary General Meeting of Shareholders No.1/2565.

1. Approval to propose to the Extraordinary General Meeting of Shareholders No. 1/2022 to consider and approve the increase of the Company's capital in the amount of 274,705,617 baht from registered capital of 549,411,233 baht to registered capital of 824,116,850 baht by issuing 274,705,617 ordinary shares, valued at 1 baht per share and at the par value of Baht 1.00. In additions, propose to the shareholders' meeting to further consider the amendment to Article 4. of the Memorandum of Association in compliance with the increase of the registered capital to support the exercise of the warrants of the Company No. 2 (TSR-W2)
2. Approve the Issuance and Offering of Debentures within the amount of 1,000 Million Baht. (Attachment 5)
3. Approve the Appointment of Advisory Alliance & Partners Co., Ltd. as the independent financial advisor to provide an opinion on the acquisition and disposal of assets and connected transactions of the Company
4. 1. Sale of land and buildings to Sabuy Technology Public Company Limited ("SABUY"), a connected person.
   2. Purchase of ordinary shares of Plus Tech Innovation Public Company Limited (PTECH) from Sabuy Technology Public Company Limited ("SABUY")
5. Approved to convene the Extraordinary General Meeting of Shareholders No.1/2565 on 28 September 2022 at 13.30 hrs, at Mae-nam Chaopraya Room, 3rd Floor, Thiensurat Public Company Limited Building No. 43/9 Moo. 7, Soi Chuchart-anusorn 4, Bangtalad Sub-district, Pakkret District, Nonthaburi with the following agendas:
   Agenda 1: Report from the Chairman;
   Agenda 2 To consider and Approve the Minutes of the 2022 Annual General Meeting of Shareholders;
   Agenda 3 To consider and approve the sale of land and buildings to connected persons

Agenda 4 To consider and approve the purchase of ordinary shares of Plus Tech Innovation Public Company Limited (PTECH) from a connected person

Agenda 5 To consider and approve the issuance and offering of warrants to purchase ordinary shares of the Company No. 2 (TSR-W2) to the existing shareholders of the Company. (without a charge of payment)

Agenda 6 To consider and approve the increase of registered capital and consider the amendment to Article 4. of the Memorandum of Association in compliance with the increase of the registered capital.

Agenda 7 To consider and approve the issuance and offering of debentures within the amount of 1,000 million baht.

Agenda 8 To approve the appointment Independent financial advisor Agenda 9 To consider any other business (if any)

In this regard, as the agenda items 3 to 4 are related, the consideration of the agenda items 2 to 6 are conditional upon each other, whereby any of the said agenda items are not approved by the shareholders' meeting, it shall be deemed that the approval of any previous agenda items are cancelled, and there shall be no further consideration on the relevant subsequent agenda items, and the agenda items 3 to 4 shall be deemed unapproved by the shareholders' meeting.

The Board of Directors has set Record Date is scheduled to be on 1 September 2022

Yours sincerely,

Thiensurat Public Company Limited

(Mr. Siam Uralwong)

Chief Executive Officer

Attachment 1

Information Memorandum on the Acquisition and Disposition of Assets and the Connected Transaction

of Thiensurat Public Company Limited

According to the Board of Directors' Meeting No. 5/2022 of Thiensurat Public Company Limited (the "Company") held on 11 August 2022, the Board of Directors' meeting has resolved to approve the asset disposition transactions of sold 9 items of land and buildings, totaling Baht 595,835,136 (excluding tax burdens, transfer fee related and transaction fees) ("Land Transactions"), to Sabai Technology Public Company Limited ("SABUY"). SABUY is an associate company of the Company in which holds 24.92% of the company's shares. In addition, Ms. Paranya Rujanapornpajee, the sister of Mr. Chukiat Rujanapornpajee (who is a major shareholder, Director and the CEO of SABUY), is a major shareholder of the Company, holding 18.99% of the paid-up capital of the Company.

The above transactions are considered the Company's asset disposition 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

It was found that the transaction size of the land transaction was more than 20 million baht and more. Than 3% of net tangible assets (NTA) The Company is obliged to do the followings:-

1.) To prepare and to disclose the information regarding the disposal assets transaction and the connected transaction to the Stock Exchange of Thailand ("SET")

2.) To appoint independent financial advisors (approved by the Office of SEC) to comment on whether the transaction is fair and reasonable or not. Are the terms of the transaction fair? Are there any additional risk or special conditions? and how should shareholders vote?

3.) To arrange the independent Board Meeting to take the consideration of all the transaction in the details with the opinion of IFA before approving the transaction.

4.) To seek approval at the shareholders' meeting not less than ¾ participating and voting shareholders and excluding the shareholders who have conflict of interest in the transaction.

1. Transaction Date

After the Extraordinary General Meeting of Shareholders No. 1/2022 of the Company has a resolution to approve the land transaction, the Company expects to do so within December 2022 or as mutually agreed by the parties involved.

: The company accepts payment to THB 595,835,136

: Within December 2022 or as mutually agreed upon by the relevant parties.

2. Transaction Parties	: Sabuy Technology Public Company Limited ("SABUY")
Purchaser
Sellers	: The TSR Group
Relationship with the	: SABUY is a listed company that holds 24.92% in TSR. In addition,
Company	Ms. Paranya Rujanapornpajee, the sister of Mr. Chukiat Rujanapornpajee
	(who is a major shareholder, Director and the CEO of SABUY), is a major
	shareholder of TSR, holding 18.99%of the paid-up capital of the
	Company.

3. General Characteristics of the Transactions and Transaction Sizes 3.1. General Characteristics of the Transactions

The Company will sell nine items of land and buildings to SABUY. The details of the transaction are as follows

Value of consideration

Long-stop date

3.2. Transaction Sizes

The total value of consideration to be paid by the Company for the entry into this transaction will be up to THB 595,835,136 (exclusive of taxes, transfer fees and related transaction costs). The transaction size 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 based on the Net tangible assets (NTA) criterion , which gives the highest transaction size, is 47.34 percent.

Therefore, the Company is obliged to disclose information about the disposal of assets of the Company to the Stock Exchange of Thailand. ("SET") according to the announcement of the acquisition or disposal of assets and request approval for entering into the transaction to the shareholders' meeting and appoint an independent financial advisor to give opinions. which must be approved by a vote of not less than three-fourths of the total number of votes of the shareholders attending the meeting and having the right to vote. Excluding the shareholders' equity with interests

The land transaction It is considered a connected transaction because the parties involved are SABUY, SABUY is an associate company of the Company in which holds 24.92% of the company's shares. In addition, Ms. Paranya Rujanapornpajee, the sister of Mr. Chukiat Rujanapornpajee (who is a major shareholder, Director and the CEO of SABUY), is a major shareholder of the Company, holding 18.99% of the paid-up capital of the Company. The transaction size is Baht 595,835,136, which is more than Baht 20 Million. The total transaction size is more than 3% of the net tangible assets of the Company. The Company is obliged to disclose information on connected transactions to the Stock Exchange of Thailand. According to the announcement of connected transactions and request approval for entering into the transaction to the shareholders' meeting and appoint an independent financial advisor to give opinions. which must be approved by a vote of not less than three-fourths of the total number of votes of