GLOCON-SET.024/2021

18 October 2021

Subject: Notification on Resolutions of the Board of Directors’ Meeting No. 10/2021 Re: Capital Increase, Issuance of Warrant, Issuance of Debenture and the Extraordinary General Meeting No. 1/2021 (Revised No.2)

• To: The President

The Stock Exchange of Thailand (the " SET ")

Attachment: 1. Capital Increase Form (F53-4)

1. Information Memorandum on Issuance and Offering of Newly Issued Ordinary Share on Right Offering Basis

2. Indicative Terms of Warrant to Purchase Newly Issued Ordinary Share of Global Consumer Public Company Limited No. 5 (GLOCON-W5)

3. Summary on Issuance and Offering of Debenture not exceeding 1,000 million of Global Consumer Public Company Limited

The Board of Directors’ Meeting No. 10/2021 of Global Consumer Public Company Limited (the “ Company ”) on 15 October 2021 passed the important resolutions as follows:

1. Resolved to appoint Mr. Nopporn Patararujee as Director, Executive Director and Chief Executive Officer with effect from 15 October 2021.

2. Resolved to appoint Ms. Wantana Pisamai as Acting Chief Financial Officer and Acting Company Secretary with effect from 15 October 2021.

3. However, Mr. Nopporn Patararujee holds a position of Chief Executive Officer in replacement of Ms. Louise Taechaubol who is Acting Managing Director. Ms. Louise Taechaubol will terminate her role as Acting Managing Director but still holds the position of Chairwoman of the Executive Board.

4. Note The position of Chief Executive Officer and Managing Director are the same position which the Company has changed the name of the position to be consistent with the current management structure.

5. Resolved to agree with the investment guideline in the business of food production and distribution under the brand “Lookchin Thip“ of Phong Sra Distribution Co., Ltd and Phong-Sra Manufacturing Co., Ltd., or “the Lookchin Thip Business” by assigning the Executive Committee to study the possibility of investing in the acquisition of shares in the Lookchin Thip Business in the proportion of 70% of the paid-up capital with a value not exceeding 590 million Baht. Including negotiating the terms and details in order to cover all risks before acquiring the Lookchin Thip Business. The Company expects that the Lookchin Thip Business will help strengthen the Company's core business to grow and become stronger. Moreover, the Company expects that feasibility study and acquisition will be completed within the quarter 1/2022. The Company plans to use the investment received from the capital increase and from the issuance of debentures as a part of the acquisition of the Lookchin Thip Business.

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The Lookchin Thip Business who will be the seller of the ordinary shares has no relationship and not a connected person in accordance with the Notification of the Capital Market Supervisory Board No. TorChor. 21/2008 Re: Rules on Connected Transactions (including the amendments) and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions B.E. 2546 (2003) (including the amendments) and does not have any relationship with directors, major shareholders and executives of the Company and related persons of the directors, major shareholder and executives of the Company.

Therefore, when the Board of Directors' meeting has officially approved the transaction, the Company will immediately comply with the disclosure criteria and the criteria for the acquisition of assets of the Stock Exchange of Thailand.

Resolved to propose to a shareholders' meeting to consider an approval of the capital increase in the sum of THB 984,568,883 from THB 2 , 6 5 8 , 6 4 8 , 8 8 1 to THB 3,643,217,764 by way of issuing the newly issued ordinary shares in the amount of 984,568,883 shares with the par value of THB 1.00 for the purpose of (a) offering to the existing shareholders on right offering basis; and (b) supporting the exercise of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 5 (GLOCONW5); and (c) supporting the right adjustment of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 4 (GLOCON-W4).

1. Resolved to propose to a shareholders' meeting to consider an approval of the amendment of Clause 4 of the Company's Memorandum of Association in accordance with the capital increase.

2. Resolved to propose to a shareholders' meeting to consider an approval of the allocation of the newly issued ordinary share to the existing shareholders on right offering basis(RO) in a total of 423,932,401 shares, at the ratio of 5 existing ordinary shares to 1 newly issued ordinary share (any fraction will be rounded off) at the offering price of THB 0.90 per share with the record date on 8 December 2021 and the subscription date between 4 January 2022 – 7 January 2022 and 10 January 2022 from 9.00 o'clock until 15.00 o'clock on the Company's working day. The existing shareholders are entitled to oversubscribe whereby the oversubscribed shareholders will only be allocated with oversubscribed shares if there is any remaining newly issued ordinary shares after the complete allocation on right offering basis. To this extent, the Company will allocate the remaining newly issued ordinary shares to the oversubscribed shareholders in the following procedures:

3. 6.1 In case the remaining newly issued ordinary shares are more than or equal to the amount of the oversubscribed shares, the Company will allocate the remaining newly issued ordinary shares to all oversubscribed shareholders who paid for the newly issued ordinary shares in accordance with the amount of the oversubscribed shares.

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• 6.2 In case the remaining newly issued ordinary shares are less than the amount of the oversubscribed shares, the Company will allocate the remaining newly issued ordinary shares to all oversubscribed shareholders based on existing shareholding ratio by multiplying the existing shareholding ratio of each oversubscribed shareholders with such remaining newly issued ordinary shares which will result in the amount of the remaining newly issued ordinary shares to be allocated to each oversubscribed shareholder (any fraction will be rounded off) whereby such amount of the allocating shares will not exceed the amount of the paid and oversubscribed shares. The Company will repeat this allocating process to the oversubscribed shareholders until there are no further newly issued ordinary shares to be allocated.

• 6.3 In case there are the remaining newly issued ordinary shares after the complete allocation to all oversubscribed shareholders in accordance with the abovementioned allocating process, the Board of Directors will propose to a shareholders' meeting to consider an approval of the capital reduction by way of eliminating such remaining newly issued ordinary shares.

• 6.4 In case the allocation of the newly issued ordinary shares to the oversubscribed shareholders resulted in the tender offer's obligation to any oversubscribed shareholder as provided for in the Notification of the Capital Market Supervisory Board No. Thor Jor. 12/2554 re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers (including any amendment), such oversubscribed shareholder shall comply with such Notification.

The details are appeared in the Capital Increase Report Form (F53-4) (Attachment 1) and Information Memorandum on Issuance and Offering of Newly Issued Ordinary Share on Right Offering Basis (Attachment 2).

1. Resolved to propose to a shareholders' meeting to consider an approval of the issuance and offering of 519,030,892 units of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 5 (GLOCON-W5) by the ratio of 6 ordinary shares to 1 unit of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 5 (GLOCONW5) to be allocated to the existing shareholders on right offering basis after the completion of the issuance and offering of the newly issued ordinary shares on right offering basis at the exercise price of THB 1.50 having the term of 2 years, details as per Indicative Terms of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 5 (GLOCON-W5) (Attachment 3); and further resolved to propose to a shareholders' meeting to consider an approval of the empowerment to the Board of Directors to determine the record date and the names of shareholders who are entitled to receive the Warrant to Purchase Newly Issued Ordinary Share of the Company No. 5 (GLOCON-W5)(Record Date) and empowerment to the Board of Directors or the Executive Chairman or the designated person of the Board of Directors to (a) determine other necessary and appropriate conditions and details relating to the issuance of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 5 (GLOCONW5); and (b) execute any application forms and other required and related supporting evidence relating to Warrant to Purchase Newly Issued Ordinary Share of the Company

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No. 5 (GLOCON-W5) together with communicate and file any application forms or waiver to any administrative agency; and (c) perform any necessary and appropriate actions in relation to Warrant to Purchase Newly Issued Ordinary Share of the Company No. 5 (GLOCON-W5).

1. Resolved to propose to a shareholders' meeting to consider an approval of the allocation of the newly issued ordinary share in the amount of 984,568,883 shares with a par value of THB 1 per share as follows:

2. a. Allocation of the newly issued ordinary shares in the amount of 423,932,401 shares for the offering to the existing shareholders on right offering basis (RO)

3. b. Allocation of the newly issued ordinary shares in the amount of 519,030,892 shares to support the exercise of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 5 (GLOCON-W5).

4. c. Allocation of the newly issued ordinary shares in the amount of 41,605,590 shares to support the right adjustment of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 4 (GLOCON-W4) in accordance with the terms and conditions of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 4 (GLOCON-W4) due to the Company will be issuing the newly issued ordinary shares at the price lower than 90% of the market price whereby market price means a weighted average share price of the Company as traded in the Stock Exchange of Thailand for of 15 consecutive trading days prior to the first date on which the Company's shareholders will be excluded from the right offering (XR). However, as the Company is not currently able to calculate the adjustment of exercise price and exercise ratio of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 4 (GLOCON-W4), thus the Company will adjust such exercise price and exercise ratio of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 4 (GLOCON-W4) once the Company is able to calculate such adjustment in which the Company will further inform the shareholders and holders of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 4 (GLOCON-W4).

Furthermore, it is resolved to propose to a shareholders' meeting to consider an approval of the empowerment to the Board of Directors or the Executive Chairman or the designated person of the Board of Directors or the Executive Chairman; to determine and/or amend any details relating to the abovementioned allocation of the newly issued ordinary shares, subject to any applicable rules and laws; and to execute any application forms or waiver forms (if any) and other required and related supporting evidence with any administrative agency or any related government agency; and to list such the newly issued ordinary shares together with Warrant to Purchase Newly Issued Ordinary Share of the Company No. 5 (GLOCON-W5) with the SET; and to perform any necessary and appropriate actions in relation to the abovementioned allocation of the newly issued ordinary shares.

1. Resolved to propose to a shareholders' meeting to consider an approval of the issuance and offering of the unsubordinated and unsecured debenture in the sum not exceeding THB 1,000 million, details as per Summary on Issuance and Offering of Debenture not exceeding 1,000 million of Global Consumer Public Company Limited (Attachment 4).

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1. Resolved to determine the Extraordinary General Meeting No. 1/2021 on Friday, 26 November 2021 at 14.00 o'clock which will be solely conducted via e-Meeting which the methods and details of attendance, the company will notify the shareholders in the attachment of EGM invitation letter. Therefore, agendas are as follows;

2. Agenda 1: To consider an approval of the minutes of the 2021 Annual General Meeting on 23 April 2021.

3. Agenda 2: To consider an approval of the capital increase in the sum of THB 984,568,883 from THB 2,658,648,881 to THB 3,643,217,764 by way of issuing the newly issued ordinary share in the amount of 984,568,883 shares with the par value of THB 1.00 per share.

4. Agenda 3: To consider an approval of the amendment of Clause 4 of the Company's Memorandum of Association in accordance with the capital increase.

5. Agenda 4: To consider an approval of the allocation of the newly issued ordinary share to the existing shareholders on right offering basis (RO) in the amount of 423,932,401 shares with a par value of THB 1 per share and the offering price of THB 0.90 at the ratio of 5 existing ordinary shares to 1 newly issued ordinary share.

6. Agenda 5: To consider an approval of the issuance and offering of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 5 (GLOCON-W5) in the amount of 519,030,892 shares to the existing shareholders on right offering basis with free of charge at the ratio of 6 existing ordinary share per 1 warrant.

7. Agenda 6: To consider an approval of the allocation of the newly issued ordinary share in the amount 984,568,883 shares with a par value of THB 1 per share to;

   • a. Allocation of the newly issued ordinary shares in the amount of 423,932,401 shares for the offering to the existing shareholders on right offering basis (RO)

   • b. Allocation of the newly issued ordinary shares in the amount of 519,030,892 shares to support the exercise of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 5 (GLOCONW5).

   • c. Allocation of the newly issued ordinary shares in the amount of 41,605,590 shares to support the adjustment of rights of warrants to purchase ordinary shares of the Company No. 4 (GLOCON-W4)

8. Agenda 7: To consider an approval of the issuance and offering of the unsubordinated and unsecured debenture in the sum not exceeding THB 1,000 million.

Agenda 8: To consider other issue (if any).

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In addition, the consideration of Agenda 2 to Agenda 6 are related agendas and still uncertainty. Therefore, if any agendas are not approved by the shareholders, the Company will cancel all relevant agenda proposals.

1. Resolved to determine the Record Date for the Extraordinary General Meeting No. 1/2021 on 1 November 2021.

Please be informed accordingly,

Sincerely Yours,

(Ms. Louise Taechaubol)

(Chairwoman of the Executive Board)

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Attachment 1

(F 53-4)

Capital Increase Form Global Consumer Public Company Limited 15 October 2021

Global Consumer Public Company Limited (the " Company ") would like to report the resolutions of the Board of Directors’ Meeting No. 10/2021 on 15 October 2021 with respect to the capital increase as follows:

1. Capital Increase

The Board of Directors’ Meeting passes the resolution relating to the Company's capital increase in the sum of THB 984,568,883 from THB 2,658,648,881 to THB 3,643,217,764 by way of issuing the newly issued ordinary share in the amount of 984,568,883 shares with the par value of THB 1.00 per share as follows:

2. Allocation of Newly Issued Share

The Allocation of Newly Issued Share with specific purpose shall be as follows:

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Remark:

• 2.1 Allocation of the newly issued ordinary shares in the amount of 423,932,401 shares for the offering to the existing shareholders on right offering basis (Right Offering: RO) at the ratio of 5 existing ordinary shares to 1 newly issued ordinary share (any fraction will be rounded off) at the offering price of THB 0.90 per share with the record date on 8 December 2021 and the subscription date between 4 January 2022 – 7 January 2022 and 10 January, 2022 from 9.00 o'clock until 15.00 o'clock on the Company's working day. The existing shareholders are entitled to oversubscribe whereby the oversubscribed shareholders will only be allocated with oversubscribed shares if there is any remaining newly issued ordinary shares after the complete allocation on right offering basis. To this extent, the Company will allocate the remaining newly issued ordinary shares to the oversubscribed shareholders in the following procedures:

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• 2.1.1. In case the remaining newly issued ordinary shares are more than or equal to the amount of the oversubscribed shares, the Company will allocate the remaining newly issued ordinary shares to all oversubscribed shareholders who paid for the newly issued ordinary shares in accordance with the amount of the oversubscribed shares.

• 2.1.2. In case the remaining newly issued ordinary shares are less than the amount of the oversubscribed shares, the Company will allocate the remaining newly issued ordinary shares to all oversubscribed shareholders based on existing shareholding ratio by multiplying the existing shareholding ratio of each oversubscribed shareholders with such remaining newly issued ordinary shares which will result in the amount of the remaining newly issued ordinary shares to be allocated to each oversubscribed shareholders (any fraction will be rounded off) whereby such amount of the allocating shares will not exceed the amount of the paid and oversubscribed shares. The Company will repeat this allocating process to the oversubscribed shareholders until there are no further newly issued ordinary shares to be allocated.

• 2.1.3. In case there are the remaining newly issued ordinary shares after the complete allocation to all oversubscribed shareholders in accordance with the abovementioned allocating process, the Board of Directors will propose to a shareholders' meeting to consider an approval of the capital reduction by way of eliminating such remaining newly issued ordinary shares.

• 2.1.4. In case the allocation of the newly issued ordinary share to the oversubscribed shareholders resulted in the tender offer's obligation to any oversubscribed shareholder as provided for in the Notification of the Capital Market Supervisory Board No. Thor Jor. 12/2554 re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers (including any amendment), such oversubscribed shareholder shall comply with such Notification.

• 2.2 Allocation of the newly issued ordinary shares in the amount of 519,030,892 shares to support the exercise of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 5 (GLOCON-W5) by the ratio of 6 ordinary shares to 1 unit of Warrant to be allocated to the existing shareholders after the completion of the issuance and offering of the newly issued ordinary shares on right offering basis at the exercise price of THB 1.50 having the term of 2 years.

• 2.3 Allocation of the newly issued ordinary shares in the amount of 41,605,590 shares to support the right adjustment of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 4 (GLOCON-W4) in accordance with the terms and conditions of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 4 (GLOCON-W4) due to the Company will issue the newly issued ordinary shares at the price lower than 90% of the market price whereby market price means a weighted average share price of the Company as traded in the Stock Exchange of Thailand for of 15 consecutive trading days prior to the first date on which the

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Company's shareholders will be excluded from the right offering (XR). However, as the Company is not currently able to calculate the adjustment of exercise price and exercise ratio of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 4 (GLOCON-W4), thus the Company will adjust such exercise price and exercise ratio of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 4 (GLOCON-W4) once the Company is able to calculate such adjustment in which the Company will further inform the shareholders and holders of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 4 (GLOCON-W4).

• 2.4 The Board of Directors’ Meeting No. 10/2021 on 15 October 2021 resolved to propose to a shareholders' meeting to consider an approval of the empowerment to the Board of Directors or the Executive Chairman or the designated person of the Board of Directors or the Executive Chairman; to determine and/or amend any details relating to the abovementioned allocation of the newly issued ordinary shares, subject to any applicable rules and laws; and to execute any application forms or waiver forms (if any) and other required and related supporting evidence with any administrative agency or any related government agency; and to list such the newly issued ordinary shares together with Warrant to Purchase Newly Issued Ordinary Share of the Company No. 5 (GLOCON-W5) with the SET; and to perform any necessary and appropriate actions in relation to the abovementioned allocation of the newly issued ordinary shares.

3. Date of Shareholders' Meeting to approve capital increase/allocation of newly issued shares

Determine the Extraordinary General Meeting No. 1/2021 on Friday, 26 November 2021 at 14.00 o'clock which will be solely conducted via e-Meeting which the methods and details of attendance, the company will notify the shareholders in the attachment of EGM invitation letter. The Record Date for the Extraordinary General Meeting No. 1/2021 will be on 1 November 2021.

4. Approval to increase capital/allocation of newly issued shares with relevant government agency and related conditions

• 4.1. Approval from the Extraordinary General Meeting No. 1/2021.

• 4.2. Registration of the registered capital, the amendment of Memorandum of Association and the paid-up capital with Ministry of Commerce.

• 4.3. Approval from the Stock Exchange of Thailand to list the newly issued ordinary shares as listed security with the Stock Exchange of Thailand.

5. Purpose of capital increase and utilization of funds

• 5.1. To be utilized some parts to purchase of ordinary shares in Phong-Sra Manufacturing Co., Ltd and Phong-Sra Distribution Co., Ltd. with a value not exceeding to 590 Million Baht. The Company expects to complete an agreement to purchase the ordinary shares in the first quarter of 2022. The Company

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expects to receive the credit limit from the capital increase to all existing shareholders (Right Offering: RO)

• 5.2. To be utilized for expansion of existing business with a credit limit not exceeding to 300-400 Million Baht which the Company expects to receive from the exercise of conversion right of the GLOCON-W5.

• 5.3. To be utilized for working capital with a credit limit not exceeding to 100-170 Million Baht which the Company expects to receive from the exercise of conversion right of the GLOCON-W5.

6. Benefit from capital increase/allocation of newly issued shares

• The Company will be able to generate sustainable income and regular cash flow and enhance profitability without impacting the Company's liquidity which will result in better performance and financial status in the future.

7. Benefit for shareholders from capital increase/allocation of newly issued shares The shareholders will have a chance to receive dividend because the Company will be able to generate sustainable income and regular cash flow and as a result of the Company has better performance and financial status in the future, the Company's share price will have chance to increase and the shareholders will have chance to make profit from the increased share price.

8. Other details that might be necessary for shareholders to make decision for capital increase/allocation of newly issued shares

• -None-

9. Schedule of capital increase/allocation of newly issued shares

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The Company hereby certifies that the information contained in this report is true and complete in all aspects.

Sign............................................................... (Ms. Louise Taechaubol and Mr. Kusol Sangkananta) Authorized Director

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Attachment 2

Information Memorandum on Issuance and Offering of Newly Issued Ordinary Share on Right Offering Basis Global Consumer Public Company Limited

The Board of Directors’ Meeting No. 10/2021 of Global Consumer Public Company Limited (the “ Company ”) on 15 October 2021 resolved to propose to a shareholders' meeting to consider an approval of the capital increase in the sum of THB 984,568,883 from THB 2,658,648,881 to THB 3,643,217,764 by way of issuing the newly issued ordinary shares in the amount of 984,568,883 shares with the par value of THB 1.00 per share for the purpose of (a) offering to the existing shareholders on right offering basis; and (b) supporting the exercise of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 5 (GLOCON-W5); and (c) supporting the right adjustment of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 4 (GLOCON-W4) having the following details:

1. Details of issuance and offering of newly issued ordinary share The Company will issue and offer the newly issued ordinary shares in the amount of 984,568,883 shares with the par value of THB 1.00 per share to be allocated as follows:

• 1.1. Allocation of the newly issued ordinary shares in the amount of 423,932,401 shares for the offering to the existing shareholders on right offering basis at the ratio of 5 existing ordinary shares to 1 newly issued ordinary share (any fraction will be rounded off) at the offering price of THB 0.90 per share with the record date on 8 December 2021 and the subscription date between 4 January, 2022 and January 7, 2022 and 10 January 2022 from 9.00 o'clock until 15.00 o'clock on the Company's working day. The existing shareholders are entitled to oversubscribe.

• 1.2. Allocation of the newly issued ordinary shares in the amount of 519,030,892 shares to support the exercise of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 5 (GLOCON-W5) by the ratio of 6 ordinary shares to 1 unit to be allocated to the existing shareholders on right offering basis after the completion of the issuance and offering of the newly issued ordinary shares on right offering basis. The term will be 2 years at the exercise price of THB 1.50.

• 1.3. Allocation of the newly issued ordinary shares in the amount of 41,605,590 shares to support the right adjustment of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 4 (GLOCON-W4) in accordance with the terms and conditions of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 4 (GLOCON-W4) because due to the Company will issue the newly issued ordinary shares at the price lower than 90% of the market price whereby market price means a weighted average share price of the Company as traded in the Stock Exchange of Thailand for of 15 consecutive trading days

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prior to the first date on which the Company's shareholders will be excluded from the right offering (XR). However, as the Company is not currently able to calculate the adjustment of exercise price and exercise ratio of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 4 (GLOCON-W4), thus the Company will adjust such exercise price and exercise ratio of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 4 (GLOCONW4) once the Company is able to calculate such adjustment in which the Company will further inform the shareholders and holders of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 4 (GLOCON-W4). In addition, in order to flexible to process of Issuance and Offering of Newly Issued Ordinary Share, the Board of Directors’ Meeting No. 10/2021 on 15 October 2021 resolved to propose to a shareholders' meeting to consider an approval of the empowerment to the Board of Directors or the Executive Chairman or the designated person of the Board of Directors or the Executive Chairman; to determine and/or amend any details relating to the abovementioned allocation of the newly issued ordinary shares, subject to any applicable rules and laws; and to execute any application forms or waiver forms (if any) and other required and related supporting evidence with any administrative agency or any related government agency; and to list such the newly issued ordinary shares together with Warrant to Purchase Newly Issued Ordinary Share of the Company No. 5 (GLOCON-W5) with the SET; and to perform any necessary and appropriate actions in relation to the abovementioned allocation of the newly issued ordinary shares.

2. Purpose of capital increase and plan of funds utilization

In the event the newly issued ordinary shares are fully subscribed and Warrant to Purchase Newly Issued Ordinary Share of the Company No. 5 (GLOCON-W5) is fully exercised, the Company will be able to raise fund about THB 1,160 million in which the Company plans to utilize such funds for the following purposes:

3. Impact on existing shareholders from issuance and offering of newly issued ordinary share

Impact on existing shareholders from issuance and offering of newly issued ordinary share shall be as follows:

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• 3.1. Impact on shareholders with respect to control dilution

!""#$%&' )+$#, Control Dilution = -,,.#/ )+$#,0!""#$%&' )*+$#, 123,532,167 = 2,775,882,6630123,532,167 = 16.67%

3.2. Impact on shareholders with respect to price dilution 9+$:#; <$%=# >#"?$# ?""#$%&'∗A9+$:#; <$%=# +";#$ ?""#$%&'∗ Price Dilution = 9+$:#; <$%=# >#"?$# ?""#$%&' 7.2365A7.7CDC = 7.27 = 4.48%

Where, the market price after offering:

=

(9+$:#; <$%=# F -,,.#/ )+$#,)0(!""#$%&' <$%=# F !""#$%&' )+$#,)

-,,.#/ )+$#0!""#$%&' )+$#, (7.2365 F 2,775,882,663)0(6.56 F 123,532,167) = 2,775,882,6630123,532,167 = THB 1.1757 per share

*Remark:

Market Price means a weighted average share price of the Company as traded in the Stock Exchange of Thailand for 15 consecutive trading days prior to the date on which the Board of Directors pass the resolution to purpose to shareholders' meeting to approve the issuance and offering of newly issued ordinary share.

4. Opinion of Board of Directors

4.1 Reason and necessity of capital increase

The Board of Directors is of the opinion that the Company requires to increase its capital and to issue and offer the newly issued ordinary shares to the existing shareholders on right offering basis in order to support the Company's business plan as provided for in Clause 2 together with to support the exercise of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 5 (GLOCON-W5) and to support the right adjustment of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 4 (GLOCON-W4).

4.2 Possibility of plan of funds utilization from issuance and offering of newly issued ordinary share

The Company estimates that the process of issuance and offering of newly issued ordinary shares and the receipt of funds from the issuance and offering of newly issued ordinary shares will be complete in January, 2022. If the Company has reached certain agreement for the purchase of ordinary shares in Phong-Sra Manufacturing Co., Ltd and Phong-Sra Distribution Co., Ltd., the Company will utilize such funds for the purposes as provided for in Clause 2. Therefore, the abovementioned plan of funds utilization should be highly possible.

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For funds derived from the exercise of Warrant to Purchase Newly Issued Ordinary Share of the Company No. 5 (GLOCON-W5), the Company will utilize for expansion of existing businesses and for working capital.

• 4.3 Reasonableness of capital increase, plan of funds utilization from issuance and offering of newly issued ordinary share, proposed project and sufficiency of funds The Board of Directors is of the opinion that the issuance and offering of newly issued ordinary shares and the issuance of newly issued ordinary shares to support Warrant to Purchase Newly Issued Ordinary Share of the Company No. 5 (GLOCON-W5) are appropriate and reasonable and for the benefit of the Company and the entire shareholders because the Company has a plan to utilize the raised funds for the purposes as provided for in Clause 2, thus the Company requires to raise funds to support its business plan as the abovementioned purposes.

In the event the entire newly issued ordinary shares are fully subscribed, the Company will raise funds of approximately THB 381.54 million which will be utilized as provided for in Clause 2 within quarter 1/2022

Moreover, if Warrant to Purchase Newly Issued Ordinary Share of the Company No. 5 (GLOCON-W5) is fully exercised, the Company will raise funds of approximately THB 778.55 million which the Company will have funds to expand the business and have sufficient working capital.

4.4 Impact on business, financial status and performance of the Company

The Board of Directors is of the opinion that the issuance and offering of newly issued ordinary shares and the issuance of newly issued ordinary shares to support Warrant to Purchase Newly Issued Ordinary Share of the Company No. 5 (GLOCONW5) are in accordance with the Company's fund sourcing plan which will enable the Company to utilize the funds as provided for in Clause 2 which will benefit the Company in generating sustainable income and regular cash flow and enhance profitability without impacting the Company's liquidity which will result in better performance and financial status in the future.

5. Representation of Board of Directors with respect to capital increase

In the event the Company's directors do not perform their duties in accordance with laws, objectives and Articles of Association of the Company together with the resolutions of a shareholders' meeting with honesty and diligence to preserve the Company's benefit with respect to the capital increase by acting or omitting any of the aforesaid duties which damages the Company, the Company shall be entitled to claim any compensation from such directors. In case the Company does not make such claim, shareholders with aggregate shareholding of 5% of the paid-up capital shall be entitled to inform the Company to make such claim and if the Company fails to comply, such shareholders shall be entitled to initiate legal action for such claim against such directors in accordance with Section 85 of Public Limited Companies Act, B.E. 2535 (including any amendment).

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Moreover, if the act or omission of any director in non-performance of their duties in accordance with laws, objectives and Articles of Association of the Company together with the resolutions' of a shareholders' meeting with honesty and diligence to preserve the Company's benefit with respect to the capital increase results in such director being responsible for returning any benefit to the Company, shareholders with aggregate shareholding and voting rights of not less than 5% of the entire voting rights of the Company shall be entitled to inform the Company to demand the return of any benefit from such director and if the Company fails to proceed as informed by shareholders within 1 month from the date of informing, such shareholders shall be entitled to initiate legal action for such returning against such director in accordance with Section 89/18 of Securities and Exchange Act, BE 2535 (including any amendment).

The Company hereby certifies that the information contained in this report is true and complete in all aspects.

Sign............................................................... (Ms. Louise Taechaubol) Chairwoman of the Executive Board

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Attachment 3

Indicative Terms of Warrant to Purchase Newly Issued Ordinary Share Global Consumer Public Company Limited No. 5 (GLOCON-W5) To be allocated to the Company's existing shareholders on Right Offering Basis

Name of Warrant

Type of Warrant Number of Warrant Offering Price Term of Warrant Number of Supporting Newly Issued Ordinary Share

• : Warrant to purchase newly issued ordinary shares of Global Consumer Public Company Limited (the " Company ") No. 5 (" Warrant " or " GLOCON-W5 ")

• : Named and transferable

• : Not exceed 519,030,892 units

• : THB 0.00 per unit (no cost)

• : 2 years from the issue date

• : Not exceed 519,030,892 shares with par value THB 1.00 equivalent to 24.49% of the Company's issued shares as at the date on which the Board of Directors resolved to propose to a shareholders' meeting to consider an approval of the issuance and allocation of this Warrant. When combined with the number of remaining shares that the Company has issued and offered to support the warrants of GLOCON-W4, amounting to 528,985,358 shares which are the number of shares that the Company has already issued to support the warrants in a total of 1,048,016,250 shares, equivalent to 49.44% of the Company's issued shares as at the date on which the Board of Directors resolved to propose to a shareholders' meeting to consider an approval of the issuance and allocation of this Warrant.

• Offering Method : Allocate to existing shareholders on right offering basis by the ratio of 6 ordinary shares to 1 unit of Warrant after the completion of the issuance and offering of the newly issued ordinary shares on right offering basis

• Exercise ratio : 1 unit of Warrant for 1 newly issued ordinary share (unless in accordance with the conditions of rights adjustment)

Exercise Price

Exercise Period

• : THB 1.50 per share (unless in accordance with the conditions of rights adjustment)

• : The Warrant’s holders are entitled to exercise Warrant on the last business day of June and December each calendar year throughout the term of Warrant. In case of the exercise date falls on a holiday of the Stock Exchange of Thailand, the exercise date will be the last business day before the exercise date.

Secondary Market of Warrant : Warrant will be listed on the Stock Exchange of Thailand.

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Secondary Market of Newly Issued Ordinary Share Rights and Other Benefit

Impact on Shareholder

• : The newly issued ordinary shares derived from the exercise of Warrant will be listed on the Stock Exchange of Thailand.

• : The newly issued ordinary shares derived from the exercise of Warrant shall have the same rights and status as all other ordinary shares of the Company in all aspects.

• : As this Warrant is issued and allocated to the existing shareholders on right offering basis, thus in case the existing shareholders exercise the entire Warrant, there will be no impact on the existing shareholders. Nonetheless, if the exercise of the entire Warrant is done by others, there will be impact on the existing shareholders as follows:

1) Control Dilution

Impact on shareholders with respect to control dilution will be approximately 30.73% based on the following calculation:

Control Dilution = !""#$%&' )+$#, -,,.#/ )+$#,0!""#$%&' )*+$#, 123,532,1670D75,636,H52 = 2,775,882,6630123,532,1670D75,636,H52 = 30.79%

2) Price Dilution

Impact on shareholders with respect to price dilution will be approximately -0.83% based on the following calculation: Price Dilution =

9+$:#; <$%=# >#"?$# ?""#$%&'∗A9+$:#; <$%=# +";#$ ?""#$%&'∗

9+$:#; <$%=# >#"?$# ?""#$%&' 7.2365A7.236C = 7.2365 = -0.02%

Where, the market price after offering:

• (9+$:#; <$%=# F -,,.#/ )+$#,)0(!""#$%&' <$%=# F !""#$%&' )+$#,)

• =

-,,.#/ )+$#0!""#$%&' )+$#,

(7.2365 F 2,775,882,663)0(6.56 F 123,532,167)0(7.D6 F D75,636,H52 ) = 2,775,882,6630123,532,1670D75,636,H52

= THB 1.2307 per share

*Remark:

Market Price means a weighted average share price of the Company as traded in the Stock Exchange of Thailand for 15 consecutive trading days prior to the date on which the Board of Directors pass the resolution to purpose to a shareholders' meeting to approve the issuance and offering of Warrant.

Rights Adjustment

: The Company shall adjust the exercise price and exercise ratio of Warrant when the following event happen maintain the benefits of the warrant holders not to be subordinated.

1. The Company changes the par value of the ordinary shares due to a consolidation or split of the ordinary shares;

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1. The Company offers any newly issued shares at a price lower than 90% of the share price which calculated based on the market price at the time of or prior to the offering of such shares and such calculation is in accordance with the terms of Warrant.

2. The Company offers any newly issued convertible debenture or newly issued warrant in which the Company determines or calculates the supporting newly issued shares at a price lower than 90% of the share price which calculated based on the market price at the time of or prior to the offering of such convertible debenture or warrant and such calculation is in accordance with the terms of Warrant.

3. The Company makes all or partial dividend payment by way of issuing newly issued ordinary shares to shareholders;

4. The Company pays cash dividend in excess of the rate provided the terms of Warrant.

5. There are any other events similar to those mentioned in 1 to 5 above that may impair benefits of the Warrant's holders.

The Board of Directors or the Executive Chairman or the designated person of the Board of Directors or the Executive Chairman are empowered to determine other conditions and details related to the adjustment or changes in the exercise ratio and exercise price.

Other Condition

• : The Board of Directors or the Executive Chairman or the designated person of the Board of Directors or the Executive Chairman are empowered to;

• determine other necessary and appropriate conditions and details relating to the issuance of Warrant such as issue date, offering details, allocating method, period of exercise and the last exercise date.

• execute any application forms and other required and related supporting evidence relating to Warrant together with communicate and file any application forms or waiver to any administrative agency.

• perform any necessary and appropriate actions in relation to Warrant and its issuance and allocation.

• only determine the record date of shareholders who are entitled to receive warrants to purchase the Company's ordinary shares No. 5 (Record Date) and assign only the Board of Directors to be the authority to operate.

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The Company will not extend the term of Warrant and will not change the exercise price and exercise ratio unless in accordance with the conditions of rights adjustment.

Warrant Registrar

: Thailand Securities Depository Co., Ltd

Attachment 4

Summary on Issuance and Offering of Debenture not exceeding 1,000 million Baht Global Consumer Public Company Limited

The Issuance and Offering of Debenture will be in accordance with the rules of the Securities and Exchange Commission (“SEC”), the Capital Market Supervisory Board and the Stock Exchange of Thailand and other related agencies as well as in accordance with the needs of the Company's fund and market conditions.

Details of the issuance and offering of debentures

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and offering of debentures. as well as taking any relevant actions or necessary in all respects as he deems appropriate

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