AEC Securities Public : Notification of resolutions BOD 6/2022 regarding addition the name of the specific investors, acquisition of the preferred shares in ACE Incorporation, lending money to Thai Smile Bus and amendment agenda of EGM No. 1/2022 (Update PDF File)

Enclosure 1

(F 53-4)

Capital Increase Report Form (with addition of the names of the specific investors) (Update)

Beyond Securities Public Company Limited

23 May 2022

We, Beyond Securities Public Company Limited (the "Company") hereby report the resolutions of Meeting of the Board of Directors No. 5/2022 held on 23 May 2022 in respect of an increase of the registered capital and shares allocation as follows:

1. Capital Increase

The Meeting of the Board of Directors of the Company resolved to propose the Extraordinary General Meeting of Shareholders No. 1/2022 to consider and approve the increase of the registered capital of the Company of 9,315,000,000 Baht, from existing registered capital of 18,196,712,220 Baht to 27,511,712,220 Baht, by issuing the newly-issued ordinary shares in the total number of 1,863,000,000 shares, with a par value of 5 Baht per share to accommodate the issuing and offering of the newly-issued ordinary shares to the specific investors (Private Placement) and to accommodate the right adjustment of the warrants to purchase ordinary shares of the Company No.6 (BYD-W6). Details of the capital increase are as follows:

Type of Capital	Type of shares	Number of shares	Par value	Total
Increase	(shares)	(Baht/share)	(Baht)
 Specifying	the	Ordinary	1,863,000,000	5.00	9,315,000,000
purpose of	utilizing
Preferred	-	-	-
proceeds
General Mandate	Ordinary	-	-	-
		Preferred	-	-	-

2. Allocation of newly-issued shares

2.1 Specifying the purpose of utilizing proceeds

A. Details of allocation

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								Enclosure 1
Allocated to		Number of shares	Ratio	Offering price	Date & time of		Remarks
				(shares)	(Old:New)	(Baht/share)	subscription and
							share payment
Specific	investors	(Private	1,313,000,000	Please see	Please see	Please see		Please see
Placement)				Remark No.1	Remark No. 2	Remark No. 1		Remark No. 1 and
Please see Remark No. 2		and No. 2				No.2
To accommodate	the	right	550,000,000	Please see	Please see	-		Please see
adjustment of the warrants to		Remark No.1	Remark No.1			Remark No. 1 and
purchase	ordinary	shares of						No.3
Beyond	Securities	Public
Company Limited No.6 (BYD-
W6).
Remarks:

1. The Chairman of Executive Committee or the authorized directors of the Company and/or the persons who are authorized by such person have the authority to consider and take all actions necessary to, relating to and/or in connection with the capital increase and the allocation of such newly-issued ordinary shares, including but not limited to the following actions:

(1) To specify conditions and details which relate to the allocation of newly-issued ordinary shares, including but not limited to: whether the newly-issued ordinary shares shall be allocated on one occasion or many occasions, the offering period, offering price, subscription for shares, share payment method, along with determining any other conditions or details with respect to the allocation of the newly-issued ordinary shares.

(2) To negotiate, enter into, execute and rectify relevant documents and agreements relating to and/or in connection with the capital increase of the Company and the allocation of the newly- issued ordinary shares of the Company, along with considering and appointing financial advisors, legal advisors and other service providers to undertake any action in relation to the capital increase and the allocation method of the newly-issued ordinary shares of the Company.

(3) To sign application forms, waiver application, notice, or any instruments or documents relating to the capital increase of the Company and the allocation of the newly-issued ordinary shares, including with certifying any relevant documents, contacting, filing and/or receiving documents to/from officers or representatives of any relevant organizations, and to list the newly-issued ordinary shares of the Company on the Stock Exchange of Thailand (the "SET").

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(4) To rectify or amend the details of the procedures and/or amount of the shares for the allocation of the newly-issued ordinary shares of the Company, including any documents relating to such allocation of the newly-issued ordinary shares of the Company.

(5) To undertake other necessary actions relating to and/or in connection with the capital increase and the allocation of the newly-issued ordinary shares of the Company in order to be in compliance with the laws and/or relevant regulations.

2. Allocation to the following:

	Name of the Specific Investor	Number of shares to be	Percent of shareholding of
		subscribed*	paid up capital after PP
1.	EA Mobility Holding Co., Ltd.	990,800,000	23.63%
2.	Mr. Parin Lojanagosin	70,770,000	1.69%
3.	Mr. Luchai Phukhan-Anan	251,430,000	6.00%

*Note: Details of the number of shares to be allocated and the proportion of the allocation of shares to each specific investor may be different from the above. However, the Company will not allocate shares to person other than the 3 specific investors and the number of shares to be allocated will not be more than 1,313,000,000 shares and it will not result in the shareholding of any investor equal to or more than 25 percent of the paid-up capital of the Company after the increase of the paid-up capital.

Such 3 investors are collectively referred to as the "Specific Investors", pursuant to the resolution of the Meeting of the Board of Directors of the Company No. 6/2022 which has approved the determination of the name of the specific investors for the subscription of the newly-issued shares of the Company for not more than 1,313,000,000 shares with a par value of 5 Baht per share or equivalent to 31.32 percent of the Company's paid-up capital after the increase in the paid-up capital.. The Company may allocate the shares at one or multiple occasions and the price of the newly-issued ordinary shares is determined at 7.062 Baht per share, or equivalent to not exceeding 9,272,406,000 Baht in total.

In this regard, the Specific Investors are not connected person and the offering of the newly-issued ordinary shares of the Company is not considered a connected transaction of the Company according to the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 (2008) Re: Rules on Connected Transactions (as amended) 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) (as amended) ("Notifications on Connected Transactions"). As the three Specific Investors will not be appointed as nor will nominate representatives of the three Specific Investors to become directors or executives or persons with

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controlling power over the business, and all three Specific Investors are not individuals under Section 258 of the Securities and Exchange Act B.E. 2535 (1992) (as amended), nor individuals whose relationships or behaviours are considered as acting in concert with other party resulting in the number of shares must be combined for calculation.

The offering of the newly-issued ordinary shares of the Company is the offering of newly-issued ordinary shares at the price of 7.062 Baht per share, which is the offering of the newly-issued ordinary shares at the price with a discount not exceeding 10 percent of the market price pursuant to the Notification of the Capital Market Supervisory Board Tor Jor. 72/2558 re: Approval for a Listed Company to Offer Newly-Issued Shares to Specific Investor (Private Placement) (as amended) ("Notification Tor Jor. 72/2558"). Therefore, besides the approval from the meeting of the shareholders of the Company with the votes of not less than three-fourths of the total votes of the shareholders who attend the meeting and have the right to vote that the Company is required to obtain, the Company is also required to obtain the approval for the offering of the newly-issued ordinary shares to specific investors (Private Placement) from the Office of the Securities and Exchange Commission (the "SEC") as specified in Notification Tor Jor. 72/2558.

Market price refers to the weighted average price of the Company's share dating back 7 consecutive business days prior to the date that the Board of Directors passed the resolution to propose the Extraordinary General Meeting of Shareholders No. 1/2022, covering the period from 11 to 20 May 2022, which is equal to 7.847 Baht, according to Company's stocks trading information as appeared on SETSMART (www.setsmart.com) of the SET.

If the offering price of the newly-issued ordinary shares is less than 90 percent of the market price dating back 7 - 15 days prior to the first date of offering the newly-issued ordinary shares to specific investors, such specific investors will not sell all of the newly-issued ordinary shares received within 1 year from the date that the shares of the Company start to be traded in the SET (Silent Period). After 6 months of the first trading day of such newly-issued shares in the SET, the specific investors will be able to sell up to 25 percent of the locked up shares.

Please consider further details of the Specific Investors, relationship with the Company and the criteria used to determine the offering price per share in the Information Memorandum of Beyond Securities Public Company Limited on the Offering and Allocation of the Newly-Issued Ordinary Shares of the Company to Specific Investors (Private Placement) (Enclosure 2).

3. The Company is not able to calculate the adjustment ratio of the BYD-W6 at the moment as the calculation of the price and the ratio requires the market price of the Company's ordinary shares set as equal to the Company's weighted average share price over the last 7 consecutive trading days on the

SET prior to the first date of the offering of the newly-issued ordinary shares to the specific investors

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(Private Placement) which the Company cannot calculate at the present time. In this regard, the Company has estimated the newly-issued ordinary shares to support the adjustment of rights under the BYD-W6. In this regard, the Company would be able to calculate the exercise price of the adjusted rights on the date of the agreement to sell and purchase such newly-issued ordinary shares offered to specific investors (Private Placement). The Company shall inform the right adjustment ratio of the BYD- W6 to the SET after the Company has already agreed to offer and sell the newly-issued ordinary shares to specific persons (Private Placement).

B. Procedure of the Company regarding Fractions of Shares

There will be no fraction of shares from the offering of newly-issued ordinary shares to the Specific Investors.

2.2	General Mandate
	Allocated to			Type of			Number of			Percentage of			Remarks
			Shares			Shares			paid-up capital /1
Rights Offering				Ordinary	-		-		-
To support the	exercise of		Preferred	-		-		-
transferable	subscription
rights /
To reserve for the exercise
of right of the TSR
Public Offering				Ordinary	-		-		-
					Preferred	-		-		-
Private Placement		Ordinary	-		-		-
					Preferred	-		-		-

/1Percentage of paid-up capital on the date that the Board of Directors resolves to increase capital under a General Mandate.

3. Scheduling of the Extraordinary General Meeting of Shareholders No. 1/2022 for the approval for the capital increase and the allocation of the newly-issued shares

The Extraordinary General Meeting of Shareholders No. 1/2022 is scheduled to be held on 11 August 2022 at 14.00 by electronic meeting (E-Meeting) only, but broadcasted from the Meeting Room of the

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