I&I : Notification of Board Director's Resolution on Asset Acquisition, Insurance of warrant to purchase IIG's ordinary shares, Capital Increase of the Company Register, Allocation of the Company's Shares, and schedule for the 2022 EGM. (Revised)

iiG008/2022

		11 August 2022
Subject:		Notification of Board Director's Resolution No. 3/2022 on Asset Acquisition, Insurance of
		warrant to purchase IIG's ordinary shares No. 1 ("IIG-W1"), Capital Increase of the Company
		Register, Allocation of the Company's Shares, and schedule for the 2022 Extraordinary General
		Meeting of shareholders (EGM's Agenda)
To:		Director and Managing Director
		The Stock Exchange of Thailand
Enclosure	1.	Information Memorandum on Asset Acquisition of I&I Group Public Company Limited.
	2.	Information Memorandum on the Offering of Newly Issued Shares of I&I Group Public
		Company Limited to Lansing Holding Company Limited as Compensation for Entire Business
		Transfer.
	3.	Summary of Features of Warrants to Purchase Ordinary Shares of I&I Group Public Company
		Limited No.1 (IIG-W1)
	4.	Capital Increase Report Form of I&I Group Public Company Limited (F 53-4)

I&I Group Public Company Limited ("Company") hereby informs the resolution of the Board of Director's Meeting No. 3/2022, held on 11 August 2022. There are important resolutions as follow:

1. Approved the Assets Acquisition transaction by Entire Business Transfer ("EBT") from Lansing Holding Company Limited ( " Lansing Holding") consisting of 510,000 ordinary shares of Lansing Business Systems Company Limited ("Lansing") with a par value of 10 Baht per share or 51.00 percent of Lansing's register paid-up capital, as well as assets, liabilities, rights, duties and all obligations of Lansing Holding that are or are owed on the date of the entire business transfer and has resolved to approve the entering into an entire business transfer agreement ("Full Business Transfer Agreement"), agreements and other documents related to the Entire Business Transfer from Lansing Holding ("Entire Business Transfer Transaction")

Under the Entire Business Transfer Transaction, the Company will issue and allocate not more than 8,723,684 ordinary shares of the Company or equal to 8.024% of the total issued and paid-up shares of the Company. (Calculated from the total issued and paid-up shares of the Company after entering into the Entire Business Transfer Transaction) with a par value of 0.50 Baht per share at an offering price of 38.00 Baht

1

per share, representing a total value of 331,449,992 Baht to Lansing Holding in order to pay for the entire business transfer from Lansing Holding instead of cash (Payment in Kind) ("Share Allocation Transaction in Consideration of Entire Business Transfer"). Hence, the Share Allocation Transaction in Consideration of Entire Business Transfer have considered the appropriate capital structure of the Company.

The entire business transfer process will take place when Lansing Holding and related parties have signed contracts, agreements and other documents related to the entire business transfer. ("Business Transfer Agreement") and comply with the conditions of the Entire Business Transfer Agreement. And the shareholders' meeting of the Company has a resolution to approve the Entire Business Transfer Transaction and the share allocation transaction in return for the Entire Business Transfer Transaction together with the approval of matters necessary and/or related to such transactions according to the relevant rules including the rules on the Acquisition and Disposal of Assets and the Company must obtain approval from the relevant regulatory authorities. After the completion of the Entire Business Transfer transaction, Lansing will become a subsidiary of the Company. (The Company will hold Lansing shares in the proportion of 51.00 percent of Lansing's paid- up capital)

In addition, after the completion of the Entire Business Transfer Transaction, Lansing Holding will proceed to comply with the conditions of the Revenue Code regarding the Entire Business Transfer. Lansing Holding after registration of dissolution and liquidation, Lansing Holding will divide all remaining assets. This includes shares in companies that Lansing Holding will receive as compensation for the entire business transfer to shareholders of Lansing Holding in proportion to their shareholding. The change in shareholding can be displayed before and after entering into the share allocation transaction in consideration of the entire business transfer as follows:

		List of IIG newly			Before the Transaction		After the Transaction		After Lansing Holding
		allotted shares											Dissolve
		from the			No. of		%1/		No. of		%1/		No. of		%1/
		transaction2/			Shares				Shares				Shares
		Lansing Holding	-	-	8,723,684	8.024%	-	-
		Mr. Nawarat			-		-		-		-		2,966,052		2.728%
		Ratanarathon
		Mr. Varot	-	-	-	-	2,878,816	2.648%
		Vimolvanich
		Mr. Prapon Toongsi		-		-		-		-		2,878,816		2.648%
		Total		-		-		8,723,684		8.024%		8,723,684		8.024%

2

1/ Shareholding proportion is calculated from the total issued and paid-up shares of the Company after entering into the Entire Business Transfer Transaction, excluding the number of shares issued to support the issuance and allocation of warrants to purchase shares of the Company once. No. 1 (IIG-W1)ใ

2/ If the offering price is lower than 90 percent of the market price, the allotted persons will have a Silent period 1 year. After the liquidation of Lansing Holding, the 3 shareholders of Lansing Holding will be transferred to the Company's capital increase shares, and there must be a period of prohibition from the sale of shares until the completion of such period of 1 year.

Moreover, the Entire Business Transfer Transaction is considered an acquisition transaction of the Company in accordance with the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 (2008) Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposition of Assets, dated 31 August 2008 (including the amendments thereof) 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 Acquisition or Disposition of Assets, B.E. 2547 (2004), dated 29 October 2004 (including the amendments thereof) (the "Asset Acquisition or Disposition Notification"), with the transaction value of 36.55 percent calculated based on the total value of consideration, which is the calculation basis resulting in the highest transaction value by reference to the Company's consolidated financial statements ended 30 June 2022 which has been reviewed by the Company's certified public accountant.

The Company, therefore, has a duty to comply with the Notifications on Asset Acquisition or Disposition, which is the following duties:

1. To disclose information in relation to the transaction to the SET according to Schedule (1) of the Asset Acquisition or Disposition Notification.
2. To serve a written notice on its shareholders within 21 days from the date of disclosure of

information to the SET. The written notice must contain at least the information as specified in 1, 2, 3, 5 (3), 7 and 8 of Schedule (2) of the Asset Acquisition or Disposition Notification.

However, the Entire Business Transfer Transaction is in the nature of the purchase or acceptance of the transfer of the business of a private company to a company under Section 107(2)(b) of the Public Limited Companies Act B.E. must be approved by the shareholders' meeting of the Company with a vote of not less than three-fourths of the total votes of the shareholders attending the meeting and having the right to vote, therefore, the Company will arrange a meeting of shareholders of the Company to approve the entering into the Entire Business Transfer Transaction as the Board of Directors has resolved

For such transactions, the Board of Directors' meeting resolved to approve the entering into the Entire Business Transfer Agreement and agreed to propose to the shareholders' meeting to consider delegating

3

powers to the Board of Directors and/or the Executive Committee or a person assigned by the Board of Directors and/or the Executive Committee to have the authority to negotiate, enter into agreements, implement, define and change the details and conditions of the method, duration and procedures together with signing the Business Transfer Agreement including having the power to contact, discuss, coordinate, prepare or take action on requesting approval, authorization, approval or waiver with the Securities and Exchange Commission (the "SEC"), the Stock Exchange of Thailand; government agency and related regulatory agencies and any other actions necessary or related to the Entire Business Transfer Transaction and the Share allocation Transaction in return for the Entire Business Transfer In order to achieve the objectives in this matter, under the relevant notifications, regulations, rules and laws and ratify any action that such person has taken in connection with the matter.

The details of entering the Entire Business Transfer Transaction and the Share allocation Transaction in return for the entire business transfer appears in the Information Memorandum on Acquisition of Assets of I&I Group Public Company Limited (Enclosure No. 1)

The Entire Business Transfer Transaction 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, dated 31 August 2008 (including the amendments thereof) 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), dated 19 November 2003 (including the amendments thereof) (the "Connected Transactions Notification").

2. Approval to propose to the Extraordinary General Meeting of Shareholders of the Company to consider the issuance and allocation of warrants to purchase ordinary shares of the Company No. 1 ("IIG-W1") in the amount not exceeding 5,000,000 units (or equivalent to 5.00 percent of the Company's paid-up capital) to existing shareholders according to the shareholding ratio (Right Offering) free of charge (zero Baht) in the ratio of 20 existing shares per 1 unit of Warrants No. 1 (IIG-W1), details are as follows:

Issuance and allocation of warrants to purchase ordinary shares of the Company No. 1 ("IIG-W1") in the amount of not more than 5,000,000 units to the existing shareholders of the Company in proportion to their respective shareholdings (Right Offering) free of charge. In the allocation rate of 20 existing ordinary shares per 1 unit of IIG-W1 (in the calculation of the right of each shareholder to be allocated IIG-W1, if a fraction has occurred from the calculation according to the allocation ratio, the fraction will be eliminated, However, IIG- W1 is valid for 2 years from the date of issuance of such warrants. The exercise ratio is at 1 unit of warrant with

the right to purchase 1 newly issued ordinary share at the exercise price of 3 2 . 0 0 baht per share. Details are

4

shown in the summary of the issuance and allocation of the warrants to purchase the ordinary shares of the Company No. 1 (IIG-W1) (Enclosure No. 3)

In addition, for the benefit of the allocation of newly issued ordinary shares, the Board of Directors' meeting has approved to propose to the Extraordinary General Meeting of Shareholders of the Company to consider and approve the delegation of powers to the Board of Directors and/or the Executive Committee and/or the person the Board of Directors and/or assigned by the Executive Committee is authorized to take any action in connection with the issuance and allocation of such warrants. and ratify any action that such person has taken in connection with the matter. This includes:

1. Determination, change, amendment, addition of various details relating to the issuance and allocation of warrants; as necessary and appropriate under the relevant laws, such as the exercise period, determination and amendment of any other details about the allocation and the exercise of conversion rights, etc., as well as to carry out various actions in connection with the issuance and allocation of such warrants and overseeing the delivery of information and disclosing relevant details to the SET
2. Signing, amending, altering, contacting, or notifying reports of various items in various permission request documents and evidences necessary and relevant to the issuance and allocation of such warrants; which includes contact and applying for permission such documents and evidence to the Ministry of Commerce, the Office of the SEC, the Stock Exchange of Thailand, Government agencies or other relevant agencies and listing the company's warrants on the Stock Exchange of Thailand and has the power to take any other necessary and appropriate actions for the issuance and allocation of the Company's warrants successfully.
3. Any actions related to the achievement of the objectives in this matter, subject to relevant notifications, regulations, rules and laws.

In this regard, the Company determines the date to determine the list of shareholders who are entitled to be allocated IIG-W1 on 25 October 2022. Lansing Holding or Lansing Holding's shareholders will be allocated the Company's newly issued ordinary shares from the Entire Business Transfer transaction will not be eligible for the IIG-W1 allocation.

3. Approval to propose to the Extraordinary General Meeting of Shareholders of the Company to consider and approve the increase of the registered capital of the Company in the amount of 6 ,8 6 1 ,8 4 2 . 0 0 Baht from the original registered capital 50,000,000.00 Baht to the registered capital amount 56,861,842.00

5