(English translation)

Ref. No. VGI.CSC.SET.22.28

17 August 2022

Subject: Submission of the Report on the Result of Tender Offer for the Securities of Nation International Edutainment Public Company Limited (Form 256-2)

To: The President

The Stock Exchange of Thailand

Ref: Copy of the Report on the Result of Tender Offer for the Securities of Nation International Edutainment Public Company Limited (Form 256-2)

VGI Public Company Limited (the "Company") would like to inform that on 17 August 2022 Point of View (POV) Media Group Company Limited (a subsidiary which the Company holds 100 percent of total issued shares), as the Offeror of the Tender Offer for all of the remaining securities of Nation International Edutainment Public Company Limited ("NINE"), has already submitted the Report on the Result of the Tender Offer for the Securities of NINE (Form 256-2) to the Office of the Securities and Exchange Commission. The details of which are set out in the disclosure.

Please be informed accordingly

Sincerely yours

VGI Public Company Limited

(Mr. Marut Arthakaivalvatee) (Mr. Chan Kin Tak)

Authorised Directors

(Translation)

August 17th, 2022

Re:

The Result of Tender Offer Report of Nation International Edutainment Public Company

Limited (Form 256-2)

To:

Secretary-General

The Office of the Securities and Exchange Commission

  1. President
    The Stock Exchange of Thailand

Enclosure:

The Result of Tender Offer Report (Form 256-2)

Point of View (POV) Media Group Company Limited (the "Offeror") has made the mandatory tender offer for all of the remaining securities of Nation International Edutainment Public Company Limited (the "Company") during the tender offer period of 25 business days from July 4th, 2022, to August 10th, 2022.

According to the Notification of Capital Market Supervisory Board No. ThorJor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers dated 13 May 2011 (as amended), the Offeror would like to submit the Result of Tender Offer Report (Form 256-2) to the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand, which shall be used for your reference on the tender offer, details are in the Enclosure.

Please be informed accordingly.

Point of View (POV) Media Group Company Limited

-Signed-

-Signed-

……………………………………….

……………………………………….

( Mr. Marut Arthakaivalvatee )

( Mr. Chan Kin Tak)

Authorized Director

Authorized Director

The Offeror

the result of the Tender Offer for the securities of

Form 256-2

(Sor Jor. 6/2546)

(Translation)

Report on the Result of the Tender Offer

August 17th, 2022

To Secretary- The Securities and Exchange Commission

We, Point of View (POV) Media Group Company Limited (the "Offerors"), hereby report Nation International Edutainment Public Company Limited

(the "Company") as follow

1. Shares

Type of Shares

No. of Shares

Percentage of Total

Percentage of Total

Issued Shares of the

Voting Rights

Company1

Shares held prior to the Tender

Offer

- Point of View (POV) Media

Ordinary

953,500,000

59.99

59.99

Group Company Limited

Shared offered to be purchased

Ordinary

636,049,286

40.01

40.01

Shares tendered

Ordinary

-

-

-

Shares purchased from those

Ordinary

-

-

-

tendered

1 The total number of issued shares of the Company = ordinary shares + preferred shares - shares repurchased and outstanding at the end of a month in which the Tender Offer Form is submitted.

- 2 -

  1. Convertible Securities
    • None -
  2. The amount of securities held by each Offeror after the Tender Offer: The securities held by person(s) in the same group as the Offeror and person(s) under Section 258 of the Offeror and the person(s) in the same group as the Offeror shall be included.

  3. 3.1 Shares

Percentage of Total

Percentage of Total

Name

No. of Shares

Issued Shares of the

Voting Rights

Company2

I. The Offeror

- Point of View (POV) Media Group

953,500,000

59.99

59.99

Company Limited

II. Persons in the Same Group as the Offeror

-

-

-

III. Persons under Section 258 of the Persons I and II

-

-

-

Total

953,500,000

59.99

59.99

3.2 Convertible Securities - None-

2 See footnote 1

I hereby certify that the above information is correct and with no misleading information, and no concealment is made on any material information which should be disclosed.

Point of View (POV) Media Group Company Limited

-Signed-

-Signed-

……………………………………….

……………………………………….

( Mr. Marut Arthakaivalvatee )

( Mr. Chan Kin Tak)

Authorized Director

Authorized Director

The Offeror

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VGI pcl published this content on 17 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 August 2022 05:53:02 UTC.