AIT (VP-SEC) 021E/2564

November 9, 2021

Subject: Notification of the change of the share par value, the increase of the registered capital, the issuance of Warrants (AIT-W2) and set the date of the Extraordinary General Meeting of Shareholders No.1/2021

To: The President of the Stock Exchange of Thailand

Attachments: 1. Capital Increase Report Form (F53-4)

1. Preliminary Details of warrants to purchase the ordinary shares of Advanced Information Technology Public Company Limited No. 2 (AIT-W2)

2. Information Memorandum Regarding the Issued and Offered of Newly Issued Ordinary Shares to Reserve for the Warrant to comply with Notification of Capital Market Supervisory Board TorJor. 73/2558

Whereas the Board of Directors of Advanced Information Technology Public Company Limited (“the Company”) held the Board of Directors meeting No.4/2021 on November 9, 2021 and passed the following resolutions:

1. Resolved to propose to the Extraordinary General Meeting of Shareholders No.1/2021 to consider and

approve the change of the share par value from 5 Baht per share to 1 Baht per share, as follows:

And to approve the amendment of the Company's Memorandum of Association, Clause 4 regarding the registered capital to be in accordance with the change of the share par value as follows:

“Clause 4. Registered capital 1,031,604,485 Baht (One billion thirty one million six hundred and four amount thousand four hundred and eighty five Baht) Divided into 1,031,604,485 Shares (One billion thirty one million six hundred and four thousand four hundred and eighty five shares) Value per Share 1.00 Baht (One Baht) Divided into:

Common Shares 1,031,604,485 Shares (One billion thirty one million six hundred and four thousand four hundred and eighty five shares) Preferred Shares - Shares ( - ) ”

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In this regard, the person delegated by the Board of Directors who has the duty to register the amendment of the Memorandum of Association of the Company at the Department of the Business Development, Ministry of Commerce, shall be authorized to amend the terms in the Memorandum of Association of the Company in accordance with the registrar’s order.

1. Resolved to propose to the Extraordinary General Meeting of Shareholders No.1/2021 to consider and

approve the issuance of Warrants representing rights to purchase ordinary shares of the Company No.2 (AIT-W2) (“the Warrants”) as follows:

• In the amount of not exceeding 515,802,242 units in case the shareholders resolve to approve the change in the par value of the shares.

• In the amount of not exceeding 103,160,448 units in case the shareholders resolve not to approve the change in the par value of the shares.

To allocate to the existing shareholders of the Company at a ratio of 2 existing shares for 1 unit of the warrants. (If there are fractional warrants from calculation according to allotment ratio, the fractional portion will be discarded.) The warrants will have a term up to 2 years from the issuance date and 1 unit of the warrants has the right to purchase 1 ordinary shares

• Exercise Price 2.00 Baht in case the shareholders resolve to approve the change in the par value of the shares.

• Exercise Price 10.00 Baht in case the shareholders resolve not to approve the change in the par value of the shares.

Excepting in case of right adjustment as stipulated in the right adjustment conditions of the warrants. (Preliminary Details of Warrants (AIT-W2) appears in Enclosure 1 and 2)

In this regard, The issuance of such warrants will authorize the Board of Directors and/or the President and/or the person designated by the Board of Directors and/or the President, to be empowered to set the terms and conditions of the warrants to purchase the Company's ordinary shares No.2 (AIT-W2) to the existing shareholders, including the ability to perform any action, In all respects, as necessary and/or linked to the issuing and offering of warrants to purchase ordinary shares of Company No.2 (AIT-W2).

The record date for determining the rights of shareholders to receive AIT-W2 is on 10 January 2022. However, the determination of such right remains uncertain subject to an approval of the Extraordinary General Meeting of Shareholders No.1/2021

1. Resolved to propose to the Extraordinary General Meeting of Shareholders No.1/2021 to consider and

approve the increase of the registered capital as follows:

• In case the shareholders resolve to approve the change in the par value of the shares.

  • The Company requests for approval to increase the registered capital in the amount of not exceeding

515,802,242 Baht from the existing registered capital of 1,031,604,485 Baht, which can be divided into

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1,031,604,485 ordinary shares, at the par value of 1.00 Baht per share, to 1,547,406,727 Baht which can be divided into 1,547,406,727 ordinary shares, at the par value of 1.00 Baht per share, by issuing 515,802,242 newly-issued ordinary shares, at the par value of 1.00 Baht per share. The details of the capital increase of the Company are as set out in the Capital Increase Report Form (F53-4) (Enclosure 1).

• In case the shareholders resolve not to approve the change in the par value of the shares. The Company requests for approval to increase the registered capital in the amount of not exceeding 515,802,242 Baht from the existing registered capital of 1,031,604,485 Baht, which can be divided into 206,320,897 ordinary shares, at the par value of 5.00 Baht per share, to 1,547,406,727 Baht which can be divided into 309,481,345 ordinary shares, at the par value of 5.00 Baht per share, by issuing 103,160,448 newly-issued ordinary shares, at the par value of 5.00 Baht per share. The details of the capital increase of the Company are as set out in the Capital Increase Report Form (F53-4) (Enclosure 1).

And to approve the amendment of the Company's Memorandum of Association, Clause 4 regarding the increase registered capital as follows:

 In case the shareholders resolve to approve the change in the par value of the shares. “Clause 4. Registered capital 1,547,406,727 Baht (One billion five hundred forty seven million four amount hundred and six thousand seven hundred and twenty seven Baht) Divided into 1,547,406,727 Shares (One billion five hundred forty seven million four hundred and six thousand seven hundred and twenty seven shares) Value per Share 1.00 Baht (One Baht) Divided into: Common Shares 1,547,406,727 Shares (One billion five hundred forty seven million four hundred and six thousand seven hundred and twenty seven shares) Preferred Shares - Shares ( - ) ”  In case the shareholders resolve not to approve the change in the par value of the shares. “Clause 4. Registered capital 1,547,406,727 Baht (One billion five hundred forty seven million four amount hundred and six thousand seven hundred and twenty seven Baht) Divided into 1,547,406,727 Shares (One billion five hundred forty seven million four hundred and six thousand seven hundred and twenty seven Shares) Value per Share 5.00 Baht (One Baht) Divided into:

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Common Shares 309,481,345 Shares (Three hundred and nine million four hundred and eighty one thousand three hundred and forty five shares)

Preferred Shares - Shares ( - ) ”

In this regard, the person delegated by the Board of Directors who has the duty to register the amendment of the Memorandum of Association of the Company at the Department of the Business Development, Ministry of Commerce, shall be authorized to amend the terms in the Memorandum of Association of the Company in accordance with the registrar’s order

1. Resolved to propose to the Extraordinary General Meeting of Shareholders No.1/2021 to consider and approve the allotment of newly issued ordinary shares to accommodate the exercise of right to purchase the Company’s ordinary shares No.2 (AIT-W2). Allocate to existing shareholders of the Company according to their shareholding (Details are as stipulated in the Capital Increase Form (F53-4) (Enclosure 1).

2. In case the shareholders resolve to approve the change in the par value of the shares. Propose to allocate ordinary shares to increase the registered capital by 515,802,242 shares.

3. In case the shareholders resolve not to approve the change in the par value of the shares. Propose to allocate ordinary shares to increase the registered capital by 103,160,448 shares.

4. Resolved to approve the date of Extraordinary General Meeting of Shareholders No.1/2021 by Teleconference using Electronic Devices (E-EGM) only on December 21, 2021 at 14.00 p.m., by broadcasting live from the Seminar room 1st floor, headquarters of Advanced Information Technology Public Company Limited, No.37/2 Suthisarnvinijchai Rd., Samseannok, Huaykwang, Bangkok, 10310. And set the record date which shareholders have the right to attend the Extraordinary General Meeting of Shareholders No.1/2021 on 24 November 2021 (XM date, which a purchaser will not be entitled to attend in the shareholders’ meeting, will be on 23 November 2021). The EGM agenda are as follows:

Agenda 1 To certify the minutes of Annual General Meeting of Shareholders 2021 held on April 8, 2021. Agenda 2 To consider and approve the change of the Company’s share par value from 5.00 Baht per share to 1.00 Baht per share and the amendment of Clause 4 of the Memorandum of Association of the Company to be in line with the change of the Company’s share par value.

• In case the shareholders resolve to approve the change in the par value of the shares, the Company will propose Agenda 3, Agenda 4, and Agenda 5 to the shareholders for consideration and will not propose Agenda 6, Agenda 7 and Agenda 8 to the shareholders for consideration

• In case the shareholders resolve not to approve the change in the par value of the shares, the Company will propose Agenda 6, Agenda 7, and Agenda 8 to the shareholders for consideration and will not propose Agenda 3, Agenda 4, and Agenda 5 to the shareholders for consideration

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Agenda 3 To consider and approve the issuance of Warrants representing rights to purchase ordinary shares of the Company No.2 (AIT-W2) in the amount of not exceeding 515,802,242 units

• Agenda 4 To consider and approve the increase of the registered capital by 515,802,242 Baht and the amendment of Clause 4 of the Memorandum of Association of the Company to be in line with the increase of the registered capital

• Agenda 5 To consider and approve the allocation of newly issued ordinary shares by 515,802,242 shares.

• Agenda 6 To consider and approve the issuance of Warrants representing rights to purchase ordinary shares of the Company No.2 (AIT-W2) in the amount of not exceeding 103,160,448 units

• Agenda 7 To consider and approve the increase of the registered capital by 515,802,242 Baht and the amendment of Clause 4 of the Memorandum of Association of the Company to be in line with the increase of the registered capital

• Agenda 8 To consider and approve the allocation of newly issued ordinary by 103,160,448 shares. Agenda 9 Other Matters (if any)

By authorizing the President or the person authorized by the President to take any action relating to the Extraordinary General Meeting of Shareholders No.1/2021, including issuing notice of the Extraordinary General Meeting of Shareholders No.1/2021, amending the date, time, place, and other details of the Extraordinary General Meeting of Shareholders No. 1/2021 as deemed necessary or appropriate and subject to the conditions according to the law.

Please be informed accordingly.

Yours sincerely,

(Ms. Sarin Chandranipapongse)

Company Secretary

Advanced Information Technology Public Company Limited

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(F 53-4)

Attachment 1

Capital Increase Report Form

Advanced Information Technology Public Company Limited

9 November 2021

We, Advanced Information Technology Public Company Limited (“the Company”), would like to inform the resolution of the Board of Directors meeting No.4/2021 held on 9 November 2021 regarding the increase of the Company’s registered capital and allocation of newly issued ordinary shares as follows:

1. Capital increased

The meeting of the Company’s board of directors resolved to approve as follows:

• 1.1. In case the shareholders resolve to approve the change in the par value of the shares, to increase the registered capital as follows:

• by 515,802,242 Baht from the existing registered capital of 1,031,604,485 Baht to 1,547,406,727 Baht by issuing newly ordinary shares in the amount of 515,802,242 shares with the par value of 1.00 Baht per share. The characteristic of capital increased are as follows:

• 1.2 In case the shareholders resolve not to approve the change in the par value of the shares, to increase the registered capital as follows:

• by 515,802,242 Baht from the existing registered capital of 1,031,604,485 Baht to 1,547,406,727 Baht by issuing newly ordinary shares in the amount of 103,160,448 shares with the par value of 5.00 Baht per share. The characteristic of capital increased are as follows:

2. Allocation of newly issued shares

• 2.1 Specific purpose.

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(F 53-4)

• 2.2 The Company’s action in case there are fraction of shares.

In case there are fractions of the AIT-W2 in which each shareholder will be allocated, the fraction shall be discarded. In case there is any event that resulting in adjustment of exercise ratio as specified in adjustment conditions according to terms and conditions of the AIT-W2 and resulting in fraction of shares, the fraction shall be discarded.

3. The date of Extraordinary General Meeting of Shareholders No.1/2021 for the approval of capital increase and allocation of newly issued ordinary shares

The date of Extraordinary General Meeting of Shareholders No.1/2021 by Teleconference using Electronic Devices (E-EGM) only is on December 21, 2021 at 14.00 p.m., by broadcasting live from the Seminar room 1st floor, headquarters of Advanced Information Technology Public Company Limited, No.37/2 Suthisarnvinijchai Rd., Samseannok, Huaykwang, Bangkok, 10310. In this regard, the Company has set the record date which shareholders have the right to attend the Extraordinary General Meeting of Shareholders No.1/2021 on 24 November 2021

4. Approval for capital increased/allocation of newly issued ordinary shares from relevant government agencies and condition for such approval (if any)

• 4.1 Obtaining the approval from the Extraordinary General Meeting of Shareholders No.1/2021 to change

the share par value, increase the registered capital and amend the Memorandum of Association.

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(F 53-4)

4.2 The Company will submit the application for the change the share par value, increase of the registered capital, amendment to the Memorandum of Association and the change of the paid-up capital to the Department of Business Development, the Ministry of Commerce.

• 4.3 The Company will submit the application for listing the AIT-W2 on the Stock Exchange of Thailand.

5. Objective of capital increase and use of proceeds.

To prepare and create financial flexibility to reserve as internal working capital if the AIT-W2 are exercised.

6. The benefit to the Company from capital increased/allocation of newly issued ordinary shares.

To prepare and create financial flexibility for reserve as the Company's internal working capital.

7. The benefit to the shareholders from capital increased/allocation of newly issued ordinary shares

7.1 Dividend policy

The Company has policy to pay dividend to shareholders not less than 40% of the net profit of the

Company’s separate financial statements after deduction of corporate income tax and all reserves as required by the Company’s Articles of Association and law.

• 7.2 Rights to receive dividend from operating result

The Warrants’ Holders who exercise their rights will have rights to receive dividend after they have been

registered as the Company’s shareholders.

8. Other details that deemed necessary for shareholders to consider approving of capital increased/ allocation of newly issued ordinary shares

Control Dilution

If the Warrants are fully exercised and all of the Warrants’ holders are not the existing shareholders of the

Company, the shareholding of the existing shareholders of the Company will be diluted not exceeding 33.33 percent

compared to shareholding before issuance and offered of the Warrants. The calculation details are as follows:

In case the shareholders resolve to approve the change in the par value of the shares.

Qo = Total issued and paid-up shares of the Company in number of 1,031,604,485 shares.

Qw = Total ordinary shares issued to reserve for exercise of the Warrants not exceeding 515,802,242 shares.

Control Dilution = Qw / (Qo + Qw) = Not exceeding 33.33 percent

In case the shareholders resolve not to approve the change in the par value of the shares.

Qo = Total issued and paid-up shares of the Company in number of 206,320,897 shares.

Qw = Total ordinary shares issued to reserve for exercise of the Warrants not exceeding 103,160,448 shares.

Control Dilution = Qw / (Qo + Qw) = Not exceeding 33.33 percent

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(F 53-4)

Price Dilution

If the Warrants are fully exercised, there will be price dilution not exceeding 25.79 percent. In case the shareholders resolve to approve the change in the par value of the shares. And there will be price dilution not exceeding 25.79 percent. In case the shareholders resolve not to approve the change in the par value of the shares. The calculation details are as follows:

In case the shareholders resolve to approve the change in the par value of the shares.

• P0 = Pre-transaction market price calculated from volume weighted average price of the shares traded in the Market for Alternative Investment during the period of 15 consecutive business days prior to the date of the board of directors resolved to approve issuance of the Warrants. The price use to calculation is average trading price of each day. The market price is 8.85 Baht per share.

• P1 = Exercise price which is equal to 2.00 Baht

• P2 = Post-transaction market price

• Qo = Total issued and paid-up shares of the Company in number of 1,031,604,485 shares

• Qw = Total ordinary shares issued to reserve for exercise of the Warrants not exceeding 515,802,242 shares

• P2 = [(P0 x Qo) + (P1 x Qw)]/(Qo + Qw)

Price Dilution = (P0 - P2)/P0 = Not exceeding 25.79 percent

In case the shareholders resolve not to approve the change in the par value of the shares.

• P0 = Pre-transaction market price calculated from volume weighted average price of the shares traded in the Market for Alternative Investment during the period of 15 consecutive business days prior to the date of the board of directors resolved to approve issuance of the Warrants. The price use to calculation is average trading price of each day. The market price is 44.25 Baht per share.

• P1 = Exercise price which is equal to 10.00 Baht

• P2 = Post-transaction market price

• Qo = Total issued and paid-up shares of the Company in number of 206,320,897 shares

• Qw = Total ordinary shares issued to reserve for exercise of the Warrants not exceeding 103,160,448 shares

• P2 = [(P0 x Qo) + (P1 x Qw)]/(Qo + Qw)

Price Dilution = (P0 - P2)/P0 = Not exceeding 25.79 percent.

The board of directors opines that the offering of newly issued ordinary shares to reserve for exercise of the Warrants will help the Company to prepare and create financial flexibility to reserve as internal working capital if there is an exercise of the Warrants. However, if the Warrants are exercises, the shareholders shall be affected by control dilution and price dilution.

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(F 53-4)

9. Timeframe in case the Company’s Board of Directors approves the capital increased/allocation of newly issued

ordinary shares

Remark: Above timeframe may be changed.

The Company hereby certifies that information in this information memorandum is correct and complete.

Signatory ................................................................ Authorized director of the Company (Mr. Siripong Oontornpan) [Authorized person of Company]

Signatory ................................................................ Authorized director of the Company

(Mr. Chodiwat Duntanasarn)

[Authorized person of Company]

The Company’s Seal affixed

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Attachment 2

Details of Warrants to Purchase Ordinary Shares of

Advanced Information Technology Public Company Limited No.2 (AIT-W2)

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Dilution Effects

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Attachment 3

Information Memorandum Regarding the Issued and Offered of

Newly Issued Ordinary Shares to Reserve for the Warrant

According to the Notification of the Capital Market Supervisory Board No. TorJor 73/2558

1. Offering details

1.1 Number of newly issued ordinary shares

Not exceed 515,802,242 shares, In case the shareholders resolve to approve the change in the par value of the shares. (at par value of 1.00 Baht per shares), representing 50.00 percent of total issued and paidup shares of the Company. Or not exceed 103,160,448 shares, In case the shareholders resolve not to approve the change in the par value of the shares. (at par value of 5.00 Baht per shares), representing 50.00 percent of total issued and paid-up shares of the Company to reserve for exercise of the warrant to purchase ordinary shares of Advanced Information Technology Public Company Limited No. 2 (“the Warrants” of “AIT-W2”).

1.2 Investors

Allocate warrant to existing shareholders of the Company by specifying list of shareholders whose entitle to be allotted the Warrants on 10 January 2022 (Record Date).

1.3 Pricing method

Offering at no value the exercise price 2 Baht per share In case the shareholders resolve to approve the change in the par value of the shares. (at par value of 1.00 Baht per shares) Or 10 Baht per share In case the shareholders resolve not to approve the change in the par value of the shares. (at par value of 5.00 Baht per shares). Subject to adjustment as specified in adjustment conditions.

1.4 Offering method

Allocate to existing shareholders of the Company according to their shareholding at the ratio of 2 existing ordinary shares for 1 unit of the Warrants. In case there is fraction of the Warrants from calculation of the Warrants allocation, such fraction shall be discarded. In this regards, specify list of shareholders whose entitle to be allotted the Warrants on 10 January 2022 (Record Date).

2. Objective of capital increase and used of fund

To prepare and create financial flexibility to reserve as internal working capital if the AIT-W2 are exercised.

3. Dilution effect and benefit to the shareholders compared to effects

Control Dilution

If the Warrants are fully exercised and all of the Warrants’ holders are not the existing shareholders of the Company, the shareholding of the existing shareholders of the Company will be diluted not exceeding 33.33 percent compared to shareholding before issuance and offered of the Warrants. The calculation details are as follows:

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In case the shareholders resolve to approve the change in the par value of the shares.

Qo = Total issued and paid-up shares of the Company in number of 1,031,604,485 shares.

• Qw = Total ordinary shares issued to reserve for exercise of the Warrants not exceeding 515,802,242 shares.

Control Dilution = Qw / (Qo + Qw) = Not exceeding 33.33 percent.

In case the shareholders resolve not to approve the change in the par value of the shares.

Qo = Total issued and paid-up shares of the Company in number of 206,320,897 shares.

• Qw = Total ordinary shares issued to reserve for exercise of the Warrants not exceeding 103,160,448 shares. Control Dilution = Qw / (Qo + Qw) = Not exceeding 33.33 percent.

Price Dilution

If the Warrants are fully exercised, there will be price dilution not exceeding 25.79 percent, in case the shareholders resolve to approve the change in the par value of the shares. And not exceeding 25.79 percent, in case the shareholders resolve not to approve the change in the par value of the shares. The calculation details are as follows:

In case the shareholders resolve to approve the change in the par value of the shares.

• P0 = Pre-transaction market price calculated from volume-weighted average price of the shares traded in the Stock Exchange of Thailand during the period of 15 consecutive business days prior to the date of the board of directors resolved to approve issuance of the Warrants. The price use to calculation is average trading price of each day. The market price is 8.85 Baht per share.

• P1 = Exercise price which is equal 2.00 Baht

• P2 = Post-transaction market price

• Qo = Total issued and paid-up shares of the Company in number 1,031,604,485 shares

• Qw = Total ordinary shares issued to reserve for exercise of the Warrants not exceeding 515,802,242 shares

• P2 = [(P0 x Qo) + (P1 x Qw)]/(Qo + Qw)

In case the shareholders resolve not to approve the change in the par value of the shares.

• P0 = Pre-transaction market price calculated from volume-weighted average price of the shares traded in the Stock Exchange of Thailand during the period of 15 consecutive business days prior to the date of the board of directors resolved to approve issuance of the Warrants. The price use to calculation is average trading price of each day. The market price is 44.25 Baht per share.

• P1 = Exercise price which is equal 10.00 Baht

• P2 = Post-transaction market price

• Qo = Total issued and paid-up shares of the Company in number 206,320,897 shares

• Qw = Total ordinary shares issued to reserve for exercise of the Warrants not exceeding 103,160,448 shares

• P2 = [(P0 x Qo) + (P1 x Qw)]/(Qo + Qw)

Price Dilution = (P0 - P2)/P0 = Not exceeding 25.79 percent.

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The board of directors opines that the offering of newly issued ordinary shares to reserve for exercise of the Warrants will help the Company to have financial flexibility to reserve as internal working capital. However, if the Warrants are exercises, the shareholders shall be affected by control dilution and price dilution.

4. The Company’s board of director’s opinion

• 4.1 Reason for capital increase

The board of directors opines that the capital increased will help the Company to create financial flexibility to reserve as internal working capital.

4.2 Possibility of the plan to use the offering proceed

The board of directors opines that the plan to use the offering proceed is possible because in case the

Company has solid plan or interesting project, the Company’s stock price may be increased and the Warrants shall be exercised in which the Company could use the proceed to reserve as the Company's internal working capital.

• 4.3 Reasonableness of capital increase, plan to use the offering proceed, and sufficiency of fund The board of directors opines that the capital increase is reasonableness as the Warrants shall be exercised if the investors see value of the Company’s project which reflects through the Company’s stock price. The board of directors opines that the fund to be raised is sufficient for the Company’s operation.

• 4.4 Possible effect on the Company’s operation, financial position, and operating performance

The board of directors opines that in case the Warrants are exercised, the Company’s financial position shall be strengthen and have financial flexibility to reserve as internal working capital.

5. Testimonial of the Company’s board of directors regarding the capital increase

In the event that the Company’s directors have not been perform duties in good faith and with prudent to protect the Company’s benefit regarding the capital increase, and if the event cause the damage to the Company, the shareholders can sue that directors on behalf of the Company pursuant to section 85 of the Public Limited Company Act, B.E.2535 (as amended), and if the event result in the directors or its related person get illegally benefit, the shareholders can sue to reclaim benefit from that directors on behalf of the Company pursuant to section 89/18 of the Securities and Exchange Act, B.E.2535 (as amended).

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