Nusasiri Public : Inform to the offering and allocation of newly issued shares to Private Placement (PP)

NUSA. 040/2565

Date:

May 23, 2022

Subject: Inform to the offering and allocation of newly issued shares to Private Placement (PP)

Attention: Managing Director

Stock Exchange of Thailand

According to the Extraordinary General Meeting of Shareholders of Nusasiri Public Company Limited ("the Company") on March 4, 2022 approved the offering and allotment of newly issued shares of Nusasiri Public Company Limited. ) to Private Placement (PP) to a seller of shares in Wind Energy Holding Company Limited ("WEH") in amount of 3,939,750,000 shares at offering price of 0.90 baht per share or equivalent total not more than 3 ,5 4 5 ,7 7 5 ,0 0 0 baht as compensation for a purchase of WEH ordinary shares to the sellers of WEH shares. The sellers of WEH shares will bring not more than 8,755,000 shares of WEH ordinary shares at a par value of 1 0 baht per share, which are fully paid up. quantity or equal to 8 . 0 4 % of total issued and paid-up shares of WEH to be paid for the Company's newly issued ordinary shares instead of cash.

The Company would like to inform you that the Company has issued and offered for sale of newly issued shares to the seller of WEH shares 3 times. By issuing and offering shares of 3,486,732,300 shares as compensation for purchase of WEH's ordinary shares to sellers of 7,748,294 shares in WEH, representing

7.12% of total issued and paid-up shares of WEH, with Details are as following:

First,On April 12, 2022, the Company issued and offered 2,705,434,200 shares of newly-issued shares to 28 WEH shareholders as compensation for purchase of 6,012,076 shares of WEH's ordinary shares, which the Company reported to the SET. to be notified

Second,On April 19, 2022, the Company issued and offered 753,623,100 newly-issued shares to 6 WEH shareholders as compensation for purchase of 1 ,674 ,718 shares of WEH's ordinary shares, details as following:

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																Proportion
													Number of newly			of capital
										Proportion			issued ordinary			increase
				Name of seller of shares in			Number					shares of the			shares of
								of WEH
				WEH who is a private			of WEH					Company to be			the
								shares
	No.			placement who has been			shares					allocated to			company
							sold this
				allocated the Company's			sold					sellers of WEH			allocated to
								time (1)
				newly issued ordinary shares			(share)					shares in return			sellers of
								(percent)
												for WEH shares			shares in
													(shares).			WEH (2)
																(percent)
1			Thana Power Holding Co., Ltd.	1,412,000		16.13		635,400,000		5.53
2			Mr. Varakarn Chuveera	2,000		0.02		900,000		0.01
3			Trinity Wattana Plc.	181,818		2.08		81,818,100		0.71
4			Ms. Thanyarat Apiwitakarapa	35,100		0.40		15,795,000		0.14
5			Mr. Sarath Teganjanavanich	8,300		0.09		3,735,000		0.03
6			Mr. Phuwassitt Chet-udomlap	35,500		0.41		15,975,000		0.14
				Total			1,674,718			19.13			753,623,100			6.55

Remark: (1) The proportion of WEH shares sold this time, it is calculated from a total number of WEH ordinary shares that the Company will purchase.

1. The proportion of the Company's newly issued shares allocated to sellers of WEH shares, calculated from a total issued and paid-up shares of the Company; After entering into a purchase of ordinary shares of WEH on second

Third,On May 3, 2022, the Company issued and offered 27,675,000 shares of newly-issued shares to 8 WEH shareholders as compensation for a purchase of 61,500 shares of WEH's ordinary shares, details as following:

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					Proportion
				Number of	of capital
				newly issued	increase
	Name of seller of shares in	Number	Proportion	ordinary shares	shares of
	WEH who is a private	of WEH	of WEH	of the Company	the
No.	placement who has been	shares	shares sold	to be allocated	company
	allocated the Company's	sold	this time (1)	to sellers of	allocated to
	newly issued ordinary shares	(share)	(percent)	WEH shares in	sellers of
				return for WEH	shares in
				shares (shares).	WEH (2)
					(percent)
1	Ms. Chitranuj Amornwattana	18,860	0.22	8,487,000	0.07
2	Mrs. Taungsap Smithiwong	2,500	0.03	1,125,000	0.01
3	Mr. Phuwassitt Chet-udomlap	10,800	0.12	4,860,000	0.04
4	Mr. Tulya Kulvanich	8,000	0.09	3,600,000	0.03
5	Ms. Cholada Kulvanich	5,000	0.06	2,250,000	0.02
6	Mr. Thanobol Cenphakdee	2,000	0.02	900,000	0.01
7	Mrs. Pimnipa Poolvaraluck	10,000	0.11	4,500,000	0.04
8	Ms. Suthathip Pilasarom	4,340	0.05	1,953,000	0.02
	Total	61,500	0.70	27,675,000	0.24

Remark: (1) Proportion of WEH shares sold this time It is calculated from the total number of WEH ordinary shares that the Company will purchase.

1. Proportion of the Company's capital increase shares allocated to sellers in WEH based on the total issued and paid-up shares of the Company. After entering into the transaction to purchase ordinary shares of WEH

on 3rd

The Company would like to inform that in the issuance and offering of newly-issued shares to the shareholders of WEH for 3 times as above, the Company has complied with conditions precedent to the aforementioned WEH share purchase and sale transaction, whereby the Company has appointed a legal advisor. Review ownership issues and verify ownership of WEH shares by reviewing the legal status of the Vendor-owned WEH stock of shares to be sold to the Company in every transaction including announcing details of stock trading, such as a list of stock sellers. The number of shares traded, etc., is posted in the local newspaper where WEH is located in order to give third parties a right to object to a trading of WEH

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shares traded here. The scope for the due diligence of the seller's ownership of WEH shares to seller of WEH shares will be as following:

1. An examination of WEH share transfer instrument documents related to WEH shares to be traded, which has been done since February 7, 2014 onwards, found that the seller of WEH shares has transferred ownership of WEH shares traded and has a share transfer instrument for a portion of WEH shares traded in their ownership.
2. An examination of WEH's register book and WEH share certificates revealed that the documents were complete and legal and WEH recorded accurate and accurate details of the WEH shares to be traded in such documents WEH stocks to trade
3. An examination of the list of shareholders (Form Bor Jor. 5 ) found that WEH had recorded the correct details of the WEH shares to be traded and matched the details of the WEH shares to be traded.
4. An examination of documents relating to litigation and disputes brought against WEH (excluding individual shareholder lawsuits) reveals that the WEH shares to be traded are not affiliated with or subject to. Disputes litigated by court proceedings and arbitration This will affect the ownership of WEH shares to be traded by the seller of WEH shares. Such disputes are (1) Black Case No. 1031/2562 and (2) lawsuits referred to in a letter from Golden Music Limited to the Company. Subject: Request to stop buying shares of Wind Energy Holding Company Limited dated March 1, 2022. In this regard, the Company's legal advisor The shares to be traded were not found to be related to the lawsuit. any of the aforementioned
   In addition, according to the company has entered into a precedent agreement with each seller of WEH shares that no third party will object to the acquisition of WEH shares from the seller of WEH shares within 2 weeks from the date the Company is published in the newspaper in the locality where WEH is located. newspaper announcement to give third parties and stakeholders the right to object to the trading of the Company's WEH shares and to the end of the objection period. ("Disclaimer Period") found that no third party objected to the purchase of WEH shares from any WEH shareholder during the said objection notification period.

Please be informed accordingly.

Sincerely Yours

Mr. Sompijit Chaichanajarak

Director/Company Secretary

Company Secretary Office	4
Tel: [phone] Ext.114