Selic Public : Notification of resolution of the Board of Directors Meeting No. 6/2022 regarding the offering and allocation of the increase capital for Private Placement and Schedule for the Extraordinary General Meeting of Shareholders No. 1/2022

Page 1 of 8

= Translation form Thai =

At OP.SL. 026/2022

June 24th, 2022

Subject: Notification of resolution of the Board of Directors' Meeting No. 6/2022 regarding the offering and allocation of the increase capital for Private Placement and Schedule for the Extraordinary General Meeting of Shareholders No. 1/2022

Attention:

President, The Stock Exchange of Thailand

Enclosures: 1. Capital Increase Report Form (F53-4)

1. Information Memorandum on Offering and Allocation of Newly Issued Shares to Private Placement (PP) of Selic Corp Public Company Limited
2. Details of Market price calculation

According to the Baard of Directors' Meeting No. 6/2022 of Selic Corp Public Company Limited (the "Company") which held on June 24, 2022 at 10.00 hrs. through electronic meeting (MS Team), resolved to approve significant matters as follows:

1. It was resolved to propose the shareholders' meeting to consider approving the reduction of the Company's registered capital of Baht 433.50 from the original registered capital of Baht

250,998,949.50 to Baht 250,998,516.00 by canceling unsold shares remaining in the amount of 867 shares with a par value of Baht 0.50 per share from the allocation to reserve for the stock dividend payment to the Company's shareholders and approve the amendment to Clause 4. Of the Memorandum of Association to be in line with the reduction of registered capital as follows:

Article 4 Registered capital	250,998,516.00	Baht	(Two hundred and fifty million,
			nine hundred and ninety eight
			thousand, five hundred and sixteen
			Baht)
Divided into	501,997,032	shares	(Five	hundred	and	one	million,
			nine hundred and ninety seven
			thousand, and thirty two shares)
Par value of	0.50	Baht	(Fifty satang)
Divided into
Ordinary shares	501,997,032	shares	(Five	hundred	and	one	million,
			nine hundred and ninety seven
			thousand, and thirty two shares)
Preferred shares	-	share	(Zero share)

2. It was resolved to propose the shareholders' meeting to consider approving the increase of the

Company's registered capital of Baht 4 4 ,6 4 3 ,0 0 0 from the existing registered capital of Baht 250,998,516.00 to Baht295,641,516.00 by issuing 89,286,000 shares, with a par value of Baht

Selic Corp Company Limited	บริษัท ซีลิค คอร ์พ จ ำกัด (มหำชน)
270 Liapkhlongphasicharoenfangtai Road	่
270 ถนนเลียบคลองภาษีเจริญฝังใต้เขตหนองแขม
Nongkhaem, Nongkhaem, Bangkok, Thailand 10160	แขวงหนองแขม กรุงเทพมหานคร 10160

1. [phone]F [phone]
   W www.seliccorp.com

Page 2 of 8

= Translation form Thai =

0.50 per share and approve the amendment to Clause 4. Of the Memorandum of Association to be in line with the increase of registered capital as follows:

Article 4 Registered capital	295,641,516.00	Baht	(Two hundred and ninety five million,
			six hundred and forty one thousand,
			five hundred and sixteen Baht)
Divided into	591,283,032	Shares	(Five hundred and ninety one million,
			two hundred and eighty three
			thousand, and thirty two shares)
Par value of	0.50	Baht	(Fifty satang)
Divided into
Ordinary shares	591,283,032	Shares	(Five hundred and ninety one million,
			two hundred and eighty three
			thousand, and thirty two shares)
Preferred shares	-	share	(Zero share)

3. It was resolved to propose the shareholders' meeting to consider approving the allocation of not exceeding 89,286,000 newly issued ordinary shares of the Company at the par value of Baht 0.50 per share to Private Placement (PP) which is not a connected person of the Company (the "Investor"). Allocation the newly issued shares in the amount of not exceeding 89,286,000 shares with per par value of Baht 0.50 per share at the offering price of Baht 2.80 per share, or total amount of Baht 250,000,800 to Mr. Vitoon Vongkusolkit.

In this regards, the issuance of such newly issued ordinary shares is a share offering where the Board of Directors specify the exact offering price to propose to the shareholders' meeting to consider specifying the exact offering price at Baht 2.80 per share, which is not lower than 90 percent of the market price pursuant to the requirements the Notification of the Capital Market Supervisory Board No. TorJor. 72/2558 Re: Permission for Listed Company to offer newly issued shares to specific investors dated October 28, 2015 (as amended) (Notification No. TorJor. 72/2558). The market price for the offering of the newly issued ordinary shares to the Investor is calculated from the weighted-average price of the Company's shares traded on the SET during the period of at least 7 consecutive business days but not exceeding 15 consecutive days prior to the date on which the Board of Directors passed its resolution to propose the Shareholders' Meeting of the Company to consider approving the issuance and allocation of the Company's newly issued ordinary shares to private placement, whereby the weight average price. However,

the Board of Director shall offer new ordinary shares at a discount price is not lower than 90% of the market price or not more than 10% of the weight averaged price.

In this regard, if the offering price of the newly issued ordinary shares by way of private placement is lower than 90 percent of the market price of the Company's shares prior to the SET's order to accept such newly issued ordinary shares as listed securities, the Company is obliged to prohibit

Selic Corp Company Limited	บริษัท ซีลิค คอร ์พ จ ำกัด (มหำชน)
270 Liapkhlongphasicharoenfangtai Road	่
270 ถนนเลียบคลองภาษีเจริญฝังใต้เขตหนองแขม
Nongkhaem, Nongkhaem, Bangkok, Thailand 10160	แขวงหนองแขม กรุงเทพมหานคร 10160

1. [phone]F [phone]
   W www.seliccorp.com

Page 3 of 8

= Translation form Thai =

the Investor from selling all such newly issued ordinary shares within one year from the date on which the Company's newly issued ordinary shares start trading on the SET (Silent Period). Upon a lapse of six months after the Company's newly issued ordinary shares have started trading on the SET, the Investor may gradually sell up to 25 percent of all locked-up shares in accordance with the requirements set out in the Notification of the Stock Exchange of Thailand Re: Rules, Conditions and Procedures for Consideration of Application for Listing of Ordinary Shares or Preferred Shares for Capital Increase as Listed Securities B.E. 2558 (2015), dated May 11, 2015 (as amended).

The said issuance of such newly issued ordinary shares shall be approved by shareholders' meeting with the votes of not less than three-fourths (3/4) of the total votes of shareholders who attend the meeting and have the right to vote.

After the issuance and allocation of new ordinary shares of the Company for offering to the investor. The Investor will become shareholders of 15.10% of the paid-up share of the company (after the registration of the increase of the Company's paid-up capital). In this regard, the Investor does not have any related persons holding the shares of the Company, which will cause to include securities holding in order to make a tender offer for all of the Company's securities (Tender Offer), that is, no other person has a relationship or action (Concert Party) or there is no person under Section 258 of the Securities and Exchange Act B.E. 2535 (and as amended) or there is no person holding shares (Nominee) therefore, there is no duty to make a tender offer for all the securities of the Company (Tender Offer) since the acquisition of the Company's shares Less than 25 percent of the total voting rights of the company according to the Notification of the Capital Market Supervisory Board No. TorJor. 12/2554 regarding Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers dated May 13, 2011 (and which has been amended).

In addition, the Board of Directors' Meeting resolved to grant approval to propose the Shareholders

• Meeting to consider authorizing the Board of Directors or the person authorized by the Board of Directors to take any arrangements in relation to the issuance, offering, allocation and subscription for such newly issued ordinary shares, including the following matters:

1. To determine, amend, add details relating to the issuance, offering, allocation and subscription for the newly issued ordinary shares, the offering date of the newly issued ordinary shares, and the payment method for the newly issued ordinary shares (whereby the period of allocation and subscription may be on one or several occasions), including such arrangements relating to the issuance, offering, allocation and subscription for such newly issued ordinary shares, and information filing and disclosure to the SET;
2. To sign, amend, change, contact or report any information in the applications and evidence necessary for and in connection with the issuance, offering, allocation, subscription and delivery of such newly issued ordinary shares, including contact and filing of the applications, documents and evidence with the Ministry of Commerce, the SEC Office, the SET, government agencies and /or other relevant authorities, and
3. The listing of the Company's newly issued ordinary shares on the SET, and

Selic Corp Company Limited	บริษัท ซีลิค คอร ์พ จ ำกัด (มหำชน)
270 Liapkhlongphasicharoenfangtai Road	่
270 ถนนเลียบคลองภาษีเจริญฝังใต้เขตหนองแขม
Nongkhaem, Nongkhaem, Bangkok, Thailand 10160	แขวงหนองแขม กรุงเทพมหานคร 10160

1. [phone]F [phone]
   W www.seliccorp.com

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= Translation form Thai =

1. To have the authority to take any other actions as deemed necessary and appropriate to ensure the successful completion of the Company's issuance, offering and allocation of the newly issued ordinary shares of private placement.

Pursuant to the Notification No. TorJor. 72/2558, the Company is required to complete the share offering within the period as approved by the Shareholders' Meeting, but not exceeding 3 months from the date the Shareholders' Meeting passes its resolution to approve the offering of the newly issued shares, or complete the share offering within 12 months from the date the Shareholders' Meeting passes its resolution to approve the share offering in the event where it is clearly specified by resolution of the Shareholders' Meeting that upon a lapse of such 3 months, the Board of Directors or the person authorized by the Board of Directors shall determine the offering price based on the market price during the offering period.

Please refer to the details of the issuance, offering and allocation of the Company's newly issued ordinary shares in the Capital Increase Report Form (F 53-4) (Enclosure No. 1) and the Information Memorandum on Offering of Newly Issued Shares of Selic Corp Public Company Limited to Private Placement (Enclosure No.2).

4. It was resolved to propose the shareholders' meeting to consider approving amendment of the

Company's Articles of Association item 28, 32, 36, 37, and 38 as follows:

Existing	Proposed Amendment
Item 28. In summoning a meeting of the board	Item 2 8 . In summoning a meeting of the board of
of directors, the chairman of the board or the	directors, the chairman of the board or the person
person entrusted shall send a written notice	entrusted shall send a written notice summoning a
summoning a meeting to directors not less	meeting to directors not less than three daysprior to
than seven days prior to the date of the	the date of the meeting except that, in case of an
meeting except that, in the case of necessity	emergency to protect rights or benefits of the
or urgency for the purpose of protecting	company, the notice period may be shortened and can
rights or benefits of the company, a summons	be sent via electronicor other means and an earlier
of a meeting may be notified by other means	date of the meeting may be fixed.
and an earlier date of the meeting may be	At least two directors for a summons of a meeting of
fixed.
the board of directors, the chairman of the board
At least two directors for a summons of a	shall fix the date of the meeting within fourteen days
meeting of the board of directors, the	as from the date of the request.
chairman of the board shall fix the date of	When sending letters or any documents under this
the meeting within fourteen days as from the
Act to directors, shareholders, or company creditors,
date of the request.
the company or the board of directors may send the
	same by electronic means provided that the recipient
	either declares an intention or gives consent to
	receive the letters or any documents via electronic
	means, according to the criteria stipulated by the
	registrar.
Item 32. The board of directors must meet at	Item 32. The board of directors must meet at least
least once every three months at the locality	once every three months at the locality where the
where the principal business office of the	principal business office of the company is located or

Selic Corp Company Limited	บริษัท ซีลิค คอร ์พ จ ำกัด (มหำชน)
270 Liapkhlongphasicharoenfangtai Road	่
270 ถนนเลียบคลองภาษีเจริญฝังใต้เขตหนองแขม
Nongkhaem, Nongkhaem, Bangkok, Thailand 10160	แขวงหนองแขม กรุงเทพมหานคร 10160

1. [phone]F [phone]
   W www.seliccorp.com

			Page 5 of 8
		= Translation form Thai =
	Existing		Proposed Amendment
company is located or in a nearby province,	in a nearby province, as the board of director requires
unless the articles of association of the	meetings to be held elsewhere.
company	require meetings	to be held	A board of directors meeting may be held via electronic
elsewhere.
	means in compliance with relevant regulations
			regarding e-Meetings if there are no prohibitions under
			its articles of association. If holding a board of
			directors meeting via electronic means, the venue for
			the meeting is deemed to be held at the head office
			of the company.
Item 36.	The board of directors must cause	Item 36. The board of directors must cause an annual
an annual ordinary meeting of shareholders to	ordinary meeting of shareholders to be held within four
be held within four months as from the date	months as from the date on which the accounting year
on which the accounting year of the company	of the company ends.
ends.			Meetings of shareholders other than the one under
Meetings of shareholders other than the one	paragraph one shall be called extraordinary meetings.
under paragraph one shall be called	The board of directors may summon an extraordinary
extraordinary meetings. The board of	meeting whenever it deems appropriate.
directors	may summon an	extraordinary	A shareholders meeting can be held electronically in
meeting whenever it deems appropriate.
compliance with the relevant laws regarding e-
One or more shareholders holding an	Meetings unless it is explicitly prohibited by the articles
aggregate number of shares not less than ten	of association of the company. The venue for such

1. percent of the total shares sold may meeting is deemed to be held at the head office ofmake a request in writing to the board of the company.

directors to summon a shareholders' meeting

One or more shareholders holding an aggregate number

as an extraordinary meeting

by stating

the

of shares not less than ten (1 0 )

percent of the total

reason for calling the meeting. In such a case,

shares sold may make a request in writing to the board

the board

of

directors

must

convene a

of directors to summon a shareholders' meeting as an

shareholders' meeting within

forty-five

(45)

extraordinary meeting by stating the reason for calling

days from the date of receipt of such request.

the meeting. In such a case, the board of directors

In case where the board of directors does not

must convene a shareholders' meeting within forty-five

arrange for the meeting to be held within the

(45) days from the date of receipt of such request.

period specified

in

the

third

paragraph,

the

In case where the board of directors does not arrange

shareholders signing the request or any other

for the meeting to be held within the period specified

shareholders holding an aggregate number of

in the fourthparagraph, the shareholders signing the

shares as

prescribed

may

be

called

the

request or

any

other

shareholders

holding

an

meeting by themselves within forty-five (45)

aggregate

number

of

shares

as

prescribed

may

be

days from the end of the period specified in

called the meeting by themselves within forty-five (45)

the third paragraph. In such case, the meeting

days from the end of the period specified in the third

shall be considered as

duly

called by

the

paragraph.

In

such

case,

the

meeting

shall

be

board of directors,

and

the

company

shall

considered

as

duly

called

by

the

board

of directors,

bear the necessary expenses incurred from

and the company shall bear the necessary expenses

the arrangement for such meeting and shall

incurred from the arrangement for such meeting and

facilitating

the

said

arrangement

as

shall facilitating the said arrangement as appropriate.

appropriate.

Selic Corp Company Limited	บริษัท ซีลิค คอร ์พ จ ำกัด (มหำชน)
270 Liapkhlongphasicharoenfangtai Road	่
270 ถนนเลียบคลองภาษีเจริญฝังใต้เขตหนองแขม
Nongkhaem, Nongkhaem, Bangkok, Thailand 10160	แขวงหนองแขม กรุงเทพมหานคร 10160

1. [phone]F [phone]
   W www.seliccorp.com