Asiasoft : Clarification of the major shareholders acceptance of the preliminary offer for sale of ordinary shares and warrants of Asiasoft Corporation Public Company Limited (additional)

(Translation)

15 August 2022

Subject : Clarification of the major shareholdersacceptance of the preliminary offer for sale of ordinary shares and warrants of Asiasoft Corporation Public Company Limited (additional)

To	: The President
	The Stock Exchange of Thailand

Asiasoft Corporation Public Company Limited ("AS" or "the Company") would like to inform The Stock Exchange of Thailand about the acceptance of the preliminary offer for the sale of ordinary shares and warrants of the Company. The Company was informed by the major shareholders that the major shareholders will accept and execute the preliminary offer to sell 73,720,904 common shares and 33,837,554 warrants (AS-W2), representing 21.00% of the total issued shares on a fully diluted basis, of the Company on 15 August 2022. The shares will be sold by Mr. Pramoth Sudjitporn and Ms. Saowaluck Jitsumrit, with the details as follows:

Shareholders		Before transaction		After transaction
	No. of		No. of	% of the total	No. of		No. of	% of the total
	shares		warrants	issued shares	shares		warrants	issued
				on a fully				shares on a
				diluted basis				fully diluted
								basis
Mr. Pramoth	161,439,690		34,170,041	38.19%	129,116,442		332,487	25.27%
Sudjitporn
Ms. Saowaluck	41,397,656		0	8.08%	0		0	0.00%
Jitsumrit

The major shareholders informed the Company that this share sale transaction to Sabuy Technology Public Company Limited ("SABUY") is a part of the plan to solidify the new business partnership between AS and SABUY. The major shareholders believe that the partnership will provide opportunities for AS to expand further by jointly developing Digital Ecosystems, Blockchain Technology, and other new digital businesses between AS and SABUY. Moreover, the partnership will strengthen businesses in the Southeast Asia market to build continuous and strong growth for the Company. SABUY will nominate one representative to serve as a director on AS board of directors to further strengthen the partnership.

(Translation)

Warrant of the Company (AS-W2) will be due for the next exercise date on December 25, 2022, by exerciseprice 3.50 baht per share (which can be adjusted pursuant to the conditions for the adjustment of the rights) and ratio 1 warrant per 1 share, and if SABUY exercises warrant ("AS- W2") of the Company in the amount of 33,837,554 units, according to the exercise price and ratio as mentioned above. The Company has to issue ordinary shares arising from the exercise of the warrants ("AS-W2") to SABUY in the amount of 33,837,554 shares and the Company will be receive money from the exercise warrant ("AS-W2") in the amount of 118,431,439 baht.

After this shares sale transaction, Mr. Promoth Sudjitporn will continue to be a major shareholder and controlling person of the Company with 25.27% of the total issued shares on a fully diluted basis. In addition, Mr. Pramote Sudchitporn will continue to be the chairman of the board, and the management structure and business policy of the Company will remain unchanged in any aspect.

All transactions are expected to be completed within December 2022. The transaction is subject to approval from the shareholders' meeting of SABUY.

Please be informed accordingly

Sincerely Yours,

(Mr.Kittipong Prucksa-aroon)

Director

Asiasoft Corporation Public Company Limited