VGI Public : Information Memorandum of VGI-W3

(-Translation-)

- Information Memorandum -

Description, Conditions, Key Features of the Warrants to Purchase the Ordinary Shares of

VGI Public Company Limited No.3 (VGI-W3)

Number of the Warrants	2,583,349,712 Units
Underlying Shares	2,583,349,712 shares with the par value of THB 0.10 per share
Allocation of the Warrants	VGI Public Company Limited (the "Company") issued and allocated the
		Warrants to Purchase the Ordinary Shares of VGI Public Company Limited
		No. 3 (VGI-W3) (the "Warrants") to the shareholders of the Company who
		have subscribed for and have been allocated the newly issued ordinary shares
		on a pro rata basis to their respective shareholdings (Rights Offering), at no
		cost, at the allocation ratio of 1 newly issued ordinary share for 1 unit of
		Warrants.. In this regard, the Company issued and allocated the VGI-W3
		Warrants to the shareholders of the Company whose names appear on the
		date determined for determining the names of shareholders who entitled to
		subscribe the newly issued ordinary shares and the Warrants on February 9,
		2022 (Record Date).
Major warrant holders	As of May 24, 2022
	Name		Number of Warrants		%of Warrants listing
					at this time
1.	Bangkok Mass Transit System Plc.	766,305,450	29.66%
2.	BTS Group Holdings Plc.		567,001,002	21.95%
3.	Bangkok Bank Plc.		215,992,329	8.36%
4.	Thai NVDR Company Limited	165,915,041	6.42%
5.	UBS AG SINGAPORE BRANCH	79,200,000	3.07%
6.	CGS-CIMB Securities (Hong Kong) Limited	74,666,740	2.89%
7.	LGT BANK (SINGAPORE) LTD	55,800,000	2.16%
8.	SOUTH EAST ASIA UK (TYPE C) NOMINEES	46,070,820	1.78%
	LIMITED
9.	UBS AG HONG KONG BRANCH	35,800,050	1.39%
10. BANK OF SINGAPORE LIMITED-THB SEG AC	30,000,000	1.16%
11. Others		546,598,280	21.16%
Total
	2,583,349,712	100.00%

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Exercise Right of Warrants1. Exercise Date

The warrant holders shall be entitled to exercise their rights under the Warrants on the last business day of every quarter of each calendar year throughout the term of the Warrants (the "Exercise Date"). The first Exercise Date will be on March 31, 2023.

The Warrants remaining from the exercise of rights or not being exercised on the Exercise Date shall be accumulated so that they can be exercised on the next Exercise Date for the entirety of the warrant term. However, upon the end of the term of the Warrants, all of the Warrants that have not been exercised shall be cancelled and terminated.

In this regard, the last Exercise Date is the date on which the warrants expire 5 years from the date the warrants are issued.

In the event that the last Exercise Date coincides with the holiday of the Stock Exchange of Thailand (the "SET"), such Exercise Date shall be postponed to the preceding Business Day which is on Friday May 21, 2027.

2. Exercise of the Warrants

In exercising the rights to purchase the newly issued ordinary shares of the Company, the Warrant Holders may exercise their rights under the Warrants to purchase the newly issued ordinary shares either in whole or in part. For any outstanding Warrants that are not exercised before the Last Exercise Date, the Company will deem that the holders of such outstanding Warrants do not wish to exercise their rights thereunder, and such Warrants shall be deemed as being nullified without having been exercised.

3. Period for the Notification of the Intention to Exercise the Warrants

The warrant holders who wish to exercise their rights to purchase the newly issued ordinary shares of the Company shall deliver a notification of intention to exercise the Warrants during 8:30 a.m. until 15:30 p.m. within the period of 5 (five) business days prior to each Exercise Date (the "Notification Period"), save for the last Exercise Date in which the notification of intention to exercise the Warrants shall be delivered during 8:30 a.m. until 15:30 p.m., on every business day, within the period of 15 days prior to the last Exercise Date (the "Last Notification Period").

In this respect, the Company shall not close the warrant holders register book to suspend the transfer of the Warrants, except for the last Exercise Date of the Warrants in which the warrant holders Register Book will be closed to suspend the transfer of the Warrants for a period of 21 (twenty- one) days prior to the last Exercise Date. In such case, SET will post SP sign to suspend the trading of the Warrants for a period of 2 (two) business days prior to the book closure. In the case that the first book closure date is not a business day, such first book closure date shall be rescheduled to the preceding business day.

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The Company shall inform the warrant holders of additional details (if any) in connection with the Exercise Date, the Notification Period, the Last Notification Period, exercise ratio, details of the Company's bank account for the subscription and exercise of the rights under the Warrants, a person appointed by the Company to receive the notification of intention to exercise the Warrants (if any) and the place to exercise the Warrants, through the Electronic Listed Companies Information Disclosure of SET at least 5 (five) business days prior to each Notification Period. In case of the last Exercise Date, the Company will notify the reminding information through SET at least 14 (fourteen) days prior to the book closing date and will also deliver such details to the warrant holders whose names appear in the warrant holders register book on the book closing date via registered mail.

Adjustment of the ExerciseIn order for the adjustment to be made for the purpose of preserving the

Price and the Exerciseinterests of the warrant holders and not to be less favorable than those

Ratiocurrently available to them, the Company shall adjust the exercise price and/or the exercise ratio to purchase the Company's newly issued ordinary shares (or adjust the number of the Warrants instead of the exercise ratio) at any time throughout the term of the Warrants, if any of the events set out below occur:

1. In case of a change in par value of the Company's ordinary share as a result of a combination or split of shares, the adjustment of exercise price and exercise ratio shall become effective immediately once the change in the par value of the Company's ordinary share, provided that the adjustment is made in order for the warrant holders to receive the same amount of shares as if there is no change in the par value of the Company's ordinary shares.
2. In case the Company issues and offers newly issued ordinary shares to its existing shareholders and/or to the public and/or to specific investors through the private placement at the "net price per share of the company's newly issued ordinary shares" below 90 (ninety) percent of the "market price per share of the company's ordinary shares". The adjustment of the exercise price and the exercise ratio shall become effective immediately from the first day on which the purchasers of the ordinary shares shall not be entitled to subscribe for the newly issued ordinary shares (the first day on which the SET posts XR sign) in case of the offering to the existing shareholders (Rights Issue), and/or the first day on which the newly issued ordinary shares are offered to public offering and/or a private placement, as the case may be.
   "Net price per share of the company's newly issued ordinary shares" shall be calculated from the total amount of proceeds received from the offering of the ordinary shares less the amount of expenses incurred from the offering of such securities (if any), then divided by the total number of the newly issued ordinary shares at the specific time.
   "Date of the calculation" means the first day on which the purchasers of the ordinary shares shall not be entitled to subscribe for the newly issued ordinary shares (the first day on which the SET posts XR sign) in the case of the offering to the existing shareholders (Rights Issue) and/or

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the first day on which the newly issued ordinary shares are offered to public offering and/or a private placement, as the case may be.

In case that the "Market price per share of the company's ordinary shares" cannot be determined because there is no trading of the ordinary shares during such period of time, the Company shall determine the fair value of the Company's ordinary shares to be used, as a substitute, for the calculation.

"Fair value" means the price evaluated by the financial advisor which has been approved by the Office of the Securities and Exchange Commission.

1. In case the Company offers any new securities to its existing shareholders and/or to the public offering and/or to specific investors through private placement and such securities are entitled to convert/change to ordinary shares or the rights to purchase the ordinary shares (the "newly issued securities with convertible rights"), such as convertible debentures or warrants to purchase the ordinary shares, at the "net exercise price or conversion price per share of the newly issued ordinary shares reserved for the exercise" of such rights below 90 (ninety) percent of the "market price per share of the company's ordinary shares"..
   The adjustment of the exercise price and the exercise ratio shall become effective immediately from the first day on which the purchasers of the ordinary shares shall not be entitled to subscribe for the newly issued securities with the rights to convert/change to the ordinary shares or the rights to purchase the ordinary shares (the first day on which the SET posts XR or XW sign) in the case of the offering to the existing shareholders (Right Issue), and/or the first day on which any newly issued securities with the rights to convert/change to the ordinary shares or the rights to purchase the ordinary shares are offered in case of a public offering or a private placement, as the case may be.
   "Net exercise price or conversion price per share of the newly issued ordinary shares reserved for the exercise of rights" shall be calculated from the total amount of proceeds received from the offering of securities having the rights to convert/change to the ordinary shares or the rights to purchase the ordinary shares less the amount of expenses incurred from the issuance of such securities (if any) and the sum of the proceeds received from the exercise of the rights to convert/change to the ordinary shares or the exercise of the rights to purchase the ordinary shares, then divided by the total number of the newly issued ordinary shares reserved for the exercise of the rights of such securities.
   "Market price per share of the company's ordinary shares" means the trade value of the Company's ordinary shares, divided by the number of the Company's total issued ordinary shares which have been traded on the SET during the period of 15 (fifteen) consecutive Business Days prior to the date of the calculation.

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"Date of the calculation" means the first day on which the purchasers of the ordinary shares shall not be entitled to subscribe for the newly issued securities having the rights to convert/change to the ordinary shares or the rights to purchase the ordinary shares in the case of the offering to the existing shareholders (Right Issue), and/or the first day on which the securities having the rights to convert/change to the ordinary shares or the rights to purchase of the ordinary shares are offered in the case of a public offering or a private placement, as the case may be.

1. In case the Company declares dividend payment, in the form of stock dividend, to its shareholders, the adjustment of the exercise price and the exercise ratio shall become effective immediately from the first day on which the purchasers of the ordinary shares shall not be entitled to receive such stock dividends (the first day on which the SET posts XD sign)
2. In the event that the Company distributes dividends in cash in excess of 90 (ninety) percent of the Company's net profit of any relevant fiscal year according to the Company's separate financial statements after deduction of legal reserve as required by laws.
   In distributing the dividends from the Company's net profits and/or the retained earning under the standalone financial statements of the Company of each fiscal period, it shall be regardless of whether such actual dividend distribution is made within or after the period of such fiscal period.
   The adjustment of the exercise price and the exercise ratio shall become effective immediately from the first day on which the purchasers of the ordinary shares shall not be entitled to receive such dividend distribution (the first day on which the SET posts XD sign).
   "Market price per share of the company's ordinary shares" means the trade value of the Company's ordinary shares, divided by the number of the Company's total issued ordinary shares which have been traded on the SET during the period of 15 (fifteen) consecutive Business Days prior to the date of the calculation.
   "Date of the calculation" means the first day on which the purchasers of the ordinary shares shall not be entitled to receive the dividends (the first day on which the SET posts XD sign).
3. In any event causing the warrant holders to lose their acquirable rights and interest other than those stated in Clauses (a)-(e), the Company may consider the adjustment of the new exercise price and/or the exercise ratio in a fair manner and not to be less favorable than those currently available to them. In such case, the Company's decision on such matter shall be deemed as final. The Company shall notify the SEC Office, the SET, and the Warrants' registrar such details within the period of 15 (fifteen) days from the date on which the adjustment is required to be made.

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