VGI Public : Submission of the Amendment to the Tender Offer for the Securities of Nation International Edutainment Public Company Limited (Form 247-4) No.2

	-Translation-
	July 22, 2022
Subject:	Amendment to the Tender Offer for the Securities of Nation International Edutainment
	Public Company Limited No. 2
To:	Secretary-General, The Office of The Securities and Exchange Commission (the "SEC")
	President, The Stock Exchange of Thailand (the "SET")
	Board of Directors of Nation International Edutainment Public Company Limited
	Securities holders of Nation International Edutainment Public Company Limited
Re:	Tender Offer for the securities of Nation International Edutainment Public Company Limited
	(Form 247-4) dated July 1, 2022, and Amendment to the Tender Offer for the Securities
	of Nation International Edutainment Public Company Limited No.1, dated July 14, 2022

As Point of View (POV) Media Group Company Limited (the "Offeror") have submitted the Tender Offer for the Securities of Nation International Edutainment Public Company Limited (the

"Company") to the Office of Securities and Exchange Commission, the Stock Exchange of Thailand,

the Company, the Board of Directors and Securities Holders of the Company on July 1, 2022 and Amendment to the Tender Offer for the Securities of Nation International Edutainment Public Company Limited No.1, dated July 14, 2022 with I V Global Securities Public Company Limited as the

Tender Offer Preparer ("Tender Offer Preparer").

Point of View (POV) Media Group Company Limited as the Offerors would like to submit the Amendment to the Tender Offer for the Securities of the Company No. 2 as attached herewith.

-Translation-

Point of View (POV) Media Group Company Limited as the Offerors would like to submit the Amendment to the Tender Offer for the Securities of the Company No.2 as attached herewith.

Point of View (POV) Media Group Company Limited

-Signed-	-Signed-
……………………………………….	……………………………………….
( Mr. Marut Arthakaivalvatee )	( Mr. Chan Kin Tak)
Authorized Director	Authorized Director
	The Offerors

-Translation-

I V Global Securities Public Company Limited as the Tender Offer Preparer would like to submit the Amendment to the Tender Offer for the Securities of the Company No.2 as attached herewith.

Yours Sincerely,

I V Global Securities Public Company Limited

-Signed-	-Signed-
……………………………………….	………………………………………
( Mr. Pisit Jeungpraditphan, CFA, CAIA )	( Mrs. Sriporn Sudthipongse )
Senior Vice President	President and CEO
Supervisor
Financial Advisory

Tender Offer Preparer

Amendment to the Tender Offer for the Securities of Nation International Edutainment Public Company Limited	No. 2

-Translation-

"This English language translation of the Amendment to the Tender Offer has been prepared solely for the convenience of the foreign shareholders of Nation International Edutainment Public Company Limited and should not be relied upon as the definitive and official document of the Offeror.

The Thai language version of the Tender Offer is the definitive and official document of the Offeror and

shall prevail in all respects in the event of any inconsistency with this English translation."

Amendment to the Tender Offer for the Securities of

Nation International Edutainment Public Company Limited No.2

Note: Additional information (revision) is underlined in red colorand the deleted information is strikethrough

1. Part 1: Section 4 Objectives of the Tender Offer

Original

The Extraordinary General Shareholders' Meeting of the Company No. 1/2022 hold on May 10, 2022 approved the Company to allocate newly issued shares under the specific objective basis in the number of 984,000,000 shares at a par value of THB 1.00 per share, representing 72.91% of total issued and paid-up shares in the Company and 72.91% of total voting rights in the Company at the price of THB 3.30 per share, totaling THB 3,247,200,000, to the3 specific investors (Private Placement) (collectively, the "3 PP Investors") for the purpose of source of funds for the purchase of shares in Groupwork Company Limited and for the purpose of investment funds for the expansion of the Company's shops under "Turtle" brand, and the management and operation of merchandising space on BTS Skytrain stations, including the construction and/or renovation of spaces located in BTS Skytrain stations business under the License to Manage and Operate Merchandising Space Agreement in the BTS Skytrain stations, total 31 stations, with VGI Public Company Limited, including the use of funds to support business expansion and future projects of the Company. In this regard, the 3 PP Investors consisting of

1. Point of View (POV) Media Group Company Limited, in the amount of 953,500,000 shares, representing 70.65% of total issued and paid-up shares in the Company and 70.65% of total voting rights in the Company;
2. Werk X Co., Ltd., in the amount of 15,350,000 shares, representing 1.14% of total issued and paid-up shares in the Company and 1.14% of total voting rights in the Company; and
3. Sliver Reward Holdings Limited, in the amount of 15,150,000 shares, representing 1.12% of total issued and paid-up shares in the Company and 1.12% of total voting rights in the Company.

on June 22, 2022, the 3 PP Investors have subscribed for, and become the shareholders of, all of the Newly Issued Ordinary Shares under this issuance and offering by the Company. On the same day, the Company has already registered the change of paid-up capital with the Ministry of Commerce for the issuance of newly issued ordinary shares to such specific persons. Point of View (POV) Media Group Company Limited ("POV"), a wholly-owned subsidiary of VGI Public Company Limited ("VGI") holding 100% of total issued shares, has acquired the Company's newly ordinary shares through a private placement in the amount of 953,500,000 shares, representing 70.65% of total issued and paid-up shares in the Company and 70.65% of total voting rights in the Company after completion of the Company's offering of newly issued ordinary shares which exceeds 50% of the Company's total issued and paid-up shares capital. Therefore, the Offeror are obligated to make a mandatory tender offer for all securities of the Company in accordance with the Notification of Capital Market Supervisory Board No. TorChor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers (as amended).

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