True Public : Resolutions of the Board of Directors' Meeting regarding the potential amalgamation between TRUE and DTAC, and acknowledgement of intention to make the conditional voluntary tender offer for all securities of the Company

(Translation)

Ref.: TRUE-SEC 031/2564

22nd November 2021

The President of the Stock Exchange of Thailand

The Stock Exchange of Thailand

Subject: Notification of the resolutions of the Board of Directors' Meeting regarding the potential amalgamation between True Corporation Public Company Limited and Total Access Communication Public Company Limited, and acknowledgement of intention to make the conditional voluntary tender offer for all securities of the Company

True Corporation Public Company Limited (the "Company"), hereby informs the resolutions of important matters of the meeting of the Board of Directors No. 8/2564, which was held on

20th November 2021 as follows:

1. The Board of Directors resolved to approve for the Company to explore the feasibility of, and carry out required steps to implement, the potential amalgamation between the Company and Total Access Communication Public Company Limited ("dtac") under the provisions of the Public Limited Companies Act B.E. 2535, as amended, (the "PLCA") (the "Amalgamation") and to approve for the Company to enter into a non-binding memorandum of understanding with dtac to set forth the intentions of the parties to consider and further study combining the businesses of the Company and dtac by way of an amalgamation as well as to specify the conditions precedent to the Amalgamation, which include but not limited to:

1. each of the Company and dtac have completed the respective satisfactory due diligence of the other party;
2. the Amalgamation has been considered and approved by the respective meeting of the Board of Directors and the meeting of shareholders of each of the Company and dtac; and
3. the Company and dtac have arranged for the fulfilment of other relevant conditions to be further determined by the Board of Directors and the meeting of shareholders of each of the Company and dtac upon the approval of the Amalgamation and the execution of a definitive agreement in relation to the Amalgamation between the Company and dtac.

Furthermore, the Company has considered to fix the swap ratio in respect of the allocation of shares in a new company to be formed as a result of the Amalgamation

(the "New Company") to the shareholders of the Company and dtac, the ratios of which are:

1 existing share in the Company to 2.40072 shares in the New Company; and

1 existing share in dtac to 24.53775 shares in the New Company.

The above ratios are calculated on the premise that the New Company, immediately after the Amalgamation, will have 138,208,403,204 total issued shares at par value per share of THB 1 (one). However, the actual number of issued shares and par value will be proposed and determined at a joint shareholders meeting of the Company and dtac to be undertaken as part of the process of the Amalgamation.

The Amalgamation and the allocation of shares in the New Company to the shareholders of the Company and dtac in accordance with the above swap ratio shall occur if the Company and dtac consider to proceed with the Amalgamation with relevant approvals from the respective meeting of the Board of Directors and the meeting of shareholders of each of the Company and dtac having been granted and the fulfilment of other relevant conditions and legal procedures in relation to the Amalgamation under the PLCA as well as other laws and regulations, including without limitation, obtaining approvals and waivers from relevant government agencies and regulatory agencies as required by the law or for the purpose of preservation of rights and benefits of the Company, and proceeding with regard to an application for the listing of shares in the New Company as listed securities on the Stock Exchange of Thailand, etc.

2. The Company has been informed by Citrine Global Company Limited ("Citrine Global" or the "Tender Offeror"), a joint venture company of Charoen Pokphand Holding Company Limited, a shareholder of the Company, and Telenor Asia Pte Ltd, a shareholder of dtac, that Citrine Global intends to make a conditional voluntary tender offer for all securities of the Company at the tender offer price of THB 5.09 per one share in the Company in accordance with the Notification of the Capital Market Supervisory Board No. TorChor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers (as amended) (the "VTO"). In this connection, the Tender Offeror may set up its wholly-owned subsidiary to act as a joint tender offeror in the VTO. However, the Tender Offeror reserves the right to reduce the tender offer price for the VTO if there is an occurrence of any of the following events or action:

1. an occurrence of any event or action which causes or may cause or result in any material damage to the status or assets of the Company;
2. the Company making any dividend payment to its shareholders;
3. a change in par value of the Company's shares resulting in an increase or decrease in a number of the Company's shares;

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1. any grant of rights issue or transferable subscription rights for a capital increase to existing shareholders in proportion to their existing number of shares; or
2. any other events pursuant to the relevant rules of the Office of the Securities and Exchange Commission which permits a reduction of the tender offer price.

The intention of the VTO is to provide an opportunity to the existing shareholders of the Company who do not wish to hold shares in the New Company to sell their shares in the VTO.

The launch of the VTO is conditional upon the satisfaction of all of the following conditions (except for those conditions that may be waived by the Tender Offeror) (the "VTO Conditions"):

1. approval of the Amalgamation at the board and shareholder meetings of dtac;
2. approval of the Amalgamation at the board and shareholder meetings of the Company;
3. dtac and the Company having entered into an amalgamation agreement with respect to the Amalgamation;
4. the Company and dtac having finalised and agreed the form of documents, plans, policies and appointments of management of the New Company relating to the implementation of the Amalgamation;
5. all regulatory approvals, consents, waivers, filings and authorisations required for the Amalgamation having been obtained and not withdrawn, in each case on terms acceptable to the Company and dtac;
6. all relevant third party consents and waivers required for the Amalgamation having been obtained and not withdrawn and/or the underlying obligations with respect to which such consents or waivers are required to be obtained having been otherwise satisfied such that no such consent or waiver is needed;
7. no creditor's objection to the Amalgamation as required pursuant to Section 147 of the PLCA having been made or, if any objection is made, such relevant objections having been satisfied or security having been given with respect to such objections; and
8. there not having been, since the date hereof and the last date on which other VTO Conditions having been satisfied, any change or development that causes or could be reasonably expected to cause serious damage to the status or assets of the Company or dtac, provided that such change or development is not caused by the Tender Offeror nor resulted from any action that the Tender Offeror is responsible for.

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Please note that should there be any update in relation to the Amalgamation between the Company and dtac and the VTO as described above, the Company shall further inform the Stock Exchange of Thailand.

Please be informed accordingly.

Respectfully yours,

- Signature -

(Ms. Yupa Leewongcharoen)

Group Chief Financial Officer

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