Cal Comp Electronics Thailand : 2023 EGM Invitation

Invitation of the Extraordinary General Meeting of Shareholders

No.1/2023

Cal-Comp Electronics (Thailand) Public Company Limited

"CCET"

October 3, 2023 at 08.30 A.M.

By meeting through electronic media only*

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September 11, 2023
Subject	: Invitation to attend the Extraordinary General Meeting of Shareholders No. 1/2023
	via electronic media (E-EGM)
Attention	: Shareholders of Cal-Comp Electronics (Thailand) Public Company Limited
Enclosures	: 1.	Copy of Minutes of the Annual General Meeting of Shareholders
		No.1/2023

1. Guidelines for attending the Meeting via electronic media (E-EGM) and the Appointment of Proxies
2. Registration form ("Notification of Meeting")
3. Proxy Form
4. Details of the independent directors as the proxy holder
5. Company's Article of Association relating to the General Meeting of
   Shareholders
6. Manual for E-EGM System
7. Capital Increase Report Form (F 53-4)

By the resolution of the Board of Directors of Cal-Comp Electronics (Thailand) Public Company Limited, ("Company") No. 3/2023 held on August 14, 2023 the Extraordinary General Meeting of Shareholders No. 1/2023 will be held on Tuesday 3 October, 2023 at 08.30 a.m. via electronic means only (there will be no on-site registration), which be in accordance with the requirements of the laws in relation to Electronic Meetings, and broadcast live from the conference room at Samut Sakhon Factory, R&D Building 5th Floor, 60 Moo 8, Sethakij Road, Tambon Klong Maduea, Amphoe Krathum Baen, Samut Sakhon, Thailand to consider the following agenda:

Agenda Item 1	To certify the Minutes of the Annual General Meeting of Shareholders
	No. 1/2023

Preamble:The Annual General Meeting of Shareholders No.1/2023 was held on April 28, 2023 of which the copy of the Minutes as detailed in Attachment 1 and posted on the Company's website (www.calcomp.co.th)

Opinion of the Board:The Board of Directors considered that it was correctly recorded as proposed, therefore, the minutes of the Annual General Meeting of Shareholders No. 1/2023 be certified.

Required votes for resolution:This agenda must be approved by majority votes of the shareholders and proxy holders who attend the meeting and cast their votes.

Agenda Item 2 To acknowledge the declaration of interim dividend payment for the year 1H/2023

Preamble:The Company has declared the interim dividend payment for the first half of the year ending June 30, 2023 to shareholders of the Company at Baht 0.04 per share. The total number of

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outstanding shares entitled to the dividend is 5,850,002,831 shares and the total dividend amount is Baht 234,000,113.24.

The Record Date for the shareholders who have the right to receive the interim dividend will be on August 30, 2023, and the interim dividend will be paid on September 12, 2023 from the net profit that still enjoys the tax exemption for corporate income from BOI, therefore, the dividend is exempt from income tax.

Opinion of the Board:The Board of Directors has considered the matter and is of the opinion that Shareholders should acknowledge the declaration of interim dividend payment for the year 1H/2023

Required votes for resolution: This agenda is for acknowledgement and does not require voting.

Agenda Item 3	To consider and approve the reduction of registered capital and the
	amendment of Clause 4 in Memorandum of Association of the Company
	in order to correspond with the reduction of registered capital of the
	Company

Preamble:In consider there are 3,944 registered shares which have reserved but not yet been issued due to allotment of stock dividend for 2H'2022 on May 18, 2023 which are paid in case due to indivisible shares. As a result of the reduction of registered capital, the registered capital shall be decreased from Baht 5,850,006,775 to Baht 5,850,002,831 and also proposed to approve to amend Clause 4 in Memorandum of Association in order to correspond with reduction of registered capital:

Clause 4	Registered Capital:	Baht 5,850,002,831 (Baht five thousand eight hundred
		fifty million, two thousand eight hundred thirty one)
	Divided into:	5,850,002,831 shares (five thousand eight hundred fifty
		million, two thousand eight hundred thirty one shares)
	Par Value:	Baht 1 (one)
	Consisting of
	Ordinary Stock:	5,850,002,831 shares (five thousand eight hundred fifty
		million, two thousand eight hundred thirty one shares)
	Preferred
	Stock:	- Share (-)

In addition, proposed to authorize the Company's Board of Directors, the authorized directors, or the person delegated by the Company's Board of Directors or by the authorized directors, to have the power to register amendments to the Memorandum of Association at the Department of Business Development, Ministry of Commerce and to undertake other necessary actions to comply with the registrar's order for the completion of the registration process as deemed appropriate.

Opinion of the Board:The Board of Directors has agreed with the reduction of registered capital of the Company from Baht 5,850,006,775 to Baht 5,850,002,831 at par value of Baht 1 and the amendment of Clause 4 in Memorandum of Association to correspond with the capital reduction and proposed to the Extraordinary General Shareholders No. 1/2023 for approval.

Required votes for resolution:This agenda must be approved by not less than three-fourth votes of the shareholders who attend the meeting and cast their votes.

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Agenda Item 4	To consider and approve the increase of registered capital and the
	amendment of Clause 4 in Memorandum of Association of the Company
	in order to correspond with the capital increase.

Preamble:The Company proposed the increase of registered capital of the Company from 5,850,002,831 shares to 10,450,002,831 shares for the purpose of offering 4,600,000,000 new ordinary shares at par value of Baht 1, in the totaling amount of Baht 4,600,000,000, to the existing shareholders of the Company proportionate to their shareholding (Right Offering) and also proposed to approve to the amendment of Clause 4 in Memorandum of Association in order to correspond with the capital increase:

Clause 4	Registered Capital:	Baht 10,450,002,831 (Baht ten thousand four hundred fifty
		million two thousand eight hundred thirty one)
	Divided into:	10,450,002,831 shares (Ten thousand four hundred fifty
		million two thousand eight hundred thirty one shares)
	Par Value:	1 Baht (Baht one)
	Consisting of
	Ordinary Stock:	10,450,002,831 shares (Ten thousand four hundred fifty
		million two thousand eight hundred thirty one shares)
	Shares) Preferred
	Stock:	- Share (-)

In addition, the Company proposed to authorize the Company's Board of Directors, the authorized directors, or the person delegated by the Company's Board of Directors or by the authorized directors, to have the power to register amendments to the Memorandum of Association at the Department of Business Development, Ministry of Commerce and to undertake other necessary actions to comply with the registrar's order for the completion the registration process as deemed appropriate.

Opinion of the Board:The Board of Directors has agreed with the increase of registered capital of the Company from 5,850,002,831 shares to 10,450,002,831 shares at par value of Baht 1 for the purpose of offering new ordinary shares not exceed 4,600,000,000 shares at par value of Baht 1 to the existing shareholders of the Company proportionate to their shareholding (Right Offering), and the amendment of Clause 4 in Memorandum of Association to correspond with the capital increase, and has proposed to the Extraordinary General Meeting of Shareholders No. 1/2023 for approval.

Required votes for resolution:This agenda must be approved by not less than three-fourth votes of the shareholders who attend the meeting and cast their votes.

Agenda Item 5	To consider and approve the offering and the allocations of newly-issued
	ordinary shares (Right Offering) to the Company's shareholders

Preamble:The Company propose the offering and allocating of newly-issued ordinary shares of not more than 4,600,000,000 new ordinary shares, at par value of Baht 1 each, in the totaling amount of Baht 4,600,000,000 with the details as follows:

1. Allotment of not more than 4,600,000,000 new ordinary shares at par value of Baht 1 to existing shareholders of the Company proportionate to their shareholding ("Right Offering") at the offering ratio of 1 existing share for 0.7863 new ordinary share, and in the event that there is a fraction of share resulting from the calculation, such fractions of shares shall be disregarded. The Offering Price of the Company's newly-issued ordinary shares selling to the existing shareholders

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in proportion to their shareholding (Right Offering) ("Offering price") shall be calculated from the weighted average price of the Company's shares 7 consecutive days prior to the Extraordinary General Meeting of Shareholders No.1/2023, which is scheduled on October 3, 2023, less a discount of 10 percent. In this regard, the Company will announce the Offering Price on October 2, 2023.

1. The existing shareholder may subscribe for the newly-issued ordinary shares in excess of their rights (oversubscription),provided that oversubscribing shareholders shall be entitled to the oversubscription shares only after there are shares remaining from the allocation to the existing shareholders who subscribe for the shares in accordance with their rights.
   In concerning that the existing shareholders of the Company shall have rights to subscribe the new issuance and allotment of new ordinary shares in proportionate to their shareholding ("Right Offering"), if there are remaining unallotted shares after first-round-allocation, the Company shall allot such remaining unallotted shares to each oversubscribing shareholder in proportionate to their respective shareholding percentage at the same offering price as the shares which are allocated in accordance with their rights. Further details are as follows:
2. 1. In the case where the number of remaining unallotted shares after the first-round- allocation to the existing shareholders of the Company proportionate to their respective shareholdings (Right Offering) is higher than or equivalent to the number of oversubscribed shares by the existing shareholders, the Company shall allocate the remaining shares to all oversubscribing shareholders who express their intention to oversubscribe and make full subscription payment for such shares.
   2. In the case where the number of remaining unallotted shares after the first-round- allocation to the existing shareholders of the Company proportionate to their shareholding (Right Offering) is lower than the number of oversubscribed shares, the Company shall allot oversubscribed shares as follows:
   3. 1. The Company shall allocate the remaining shares proportionate to the shareholding percentage of each oversubscribing shareholders by multiplying the existing shareholding percentage of each oversubscribing shareholders with the number of remaining unallotted shares. The result will be the number of oversubscribed shares to be allocated to each oversubscribing shareholder (in case there is a fraction of share as a result from calculation, such fraction of share shall be disregarded). In any case, the number of oversubscribed shares to be allocated to each oversubscribing shareholder shall not exceed the number of shares that such oversubscribing shareholder has subscribed and paid in full.
      2. In the case where there are remaining unallotted shares from the allocation under 2.2(a), the Company shall allocate such remaining unallotted shares proportionate to shareholding percentage to each oversubscribing shareholder that not yet received the oversubscribed shares up to their full oversubscription amount by multiplying existing shareholding percentage of each oversubscribing shareholder with the number of remaining unallotted shares. The result will be the number of oversubscribed shares to be allocated to each oversubscribing shareholders (in case there is a fraction of share as a result from calculation, such fraction of share shall be disregarded).The Company shall repeat the allotment of remaining unallotted shares with the method prescribed in 2.2(b) until there is no remaining unallotted share left.
3. In any case, the allocation of oversubscribed shares as aforementioned shall not cause any shareholder (including persons under Section 258 of the Securities and the Stock Exchange Act, B.E. 2535 (as amended) of such shareholders) holding the Company shares in the following manners;

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