Energy Absolute Public : Notification of Resolutions of BOD Meeting re investment of subsidiaries in BYD by acquisition new ordinary shares to specific investors&disposition of investment in subsidiaries (revised on shareholding structure before & after transaction on page8)

บริษัทพลังงานบริสุทธิ์จ ากัด(มหาชน)

Energy Absolute Public Company Limited

89 อาคารเอไอเอ แคปปิ ตอล เซ็นเตอร์ชั้น16 ถนนรัชดาภิเษกแขวงดินแดงเขตดินแดงกรุงเทพฯ10400 โทรศัพท์02 248 2488-92, 02 002 3667-9 แฟกซ์02 248 2493 ทะเบียนเลขที่0107551000061

Ref EA 6506/015LT

The Board of Directors' Meeting of Energy Absolute Public Company Limited (the "Company") No. 2/2022 (Extra), held on 30 June 2022, was considered and approved the significant resolutions as follows:

1. Approved EA Mobility Holding Co., Ltd. ("EMH"), a subsidiary of the Company, to invest in Beyond Securities Plc ("BYD"), Ace Corporation Co., Ltd. ("ACE") and Thai Smile Bus Co., Ltd. ("TSB") (collectively the "Target Group") by acquiring newly issued ordinary shares to specific investors (Private Placement or "PP") of BYD at 23.63% of BYD's paid-up capital after the capital increase.

The aforementioned transaction is considered as an acquisition of the Company's assets in accordance with the Notification of the Capital Market Supervisory Board No. Tor Chor. 20/2551. Re: Rues on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets (as amended), 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 and Disposition of Assets, B.E. 2547 (A.D. 2004) (as amended) (the "Notifications on Acquisition or Disposal of Assets"). Having considering the size of transaction by means of calculations based on the relevant criteria under the Notifications on Acquisition or Disposition of Assets, based on the Consolidated Financial Statements of the Company for the three months ended 31 March 2022, the Consolidated Financial Statements of BYD for the three months ended 31 March 2022, and the Financial Statements for the fiscal year ended 31 December 2021 of TSB, which were reviewed by their auditors, the investment in the Target Group is considered as acquisitions of assets with a maximum transaction size of 7.80245% based on the total value of consideration. And when combining the acquisition of assets generated in the last 6 months of 13.78087%, the transaction is classified in a Category 2 Transactions in accordance with the

Notifications on Acquisition or Disposal of Assets. The transaction is equal to 15% or higher, but less than 50%.Therefore, the Company is obliged to

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บริษัทพลังงานบริสุทธิ์จ ากัด(มหาชน)

Energy Absolute Public Company Limited

89 อาคารเอไอเอ แคปปิ ตอล เซ็นเตอร์ชั้น16 ถนนรัชดาภิเษกแขวงดินแดงเขตดินแดงกรุงเทพฯ10400 โทรศัพท์02 248 2488-92, 02 002 3667-9 แฟกซ์02 248 2493 ทะเบียนเลขที่0107551000061

1. Provide a report disclosing at least the information specified in Schedule (1) regarding the acquisition and disposition of assets to the Stock Exchange of Thailand.
2. Circulate a written notice of the decision to enter into transaction according to the Notifications on Acquisition or Disposal of Assets, Clause 17. to the Company's shareholders for acknowledgement within 21 days from the date of disclosure of above information to the Stock Exchange of Thailand.

However, the aforementioned transaction is not a connected transaction as the counter parties of the transaction is not the Company's connected persons, in accordance with the Notification of the Capital Market Supervisory Board No. TorJor 21/2551. Re: Rules on Connected Transaction 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 ("Notification of Connected Transactions").

2. Approved E Transport Holding Co., Ltd. ("ETH"), a subsidiary of the Company, to transfer all of ETH's business under the process of the Entire Business Transfer (EBT) and its operations to TSB, resulting in the 9 subsidiaries and an associate under ETH's shareholding ceasing to be the Company's subsidiaries and associate.

The disposal transaction will be the maximum transaction size of 6.69065% based on the total value of consideration. And when the disposition of 7.42926% of assets during the 6 months prior to the transaction is combined, the highest total transaction size is 14.11992%. As a result, such transaction size is not deemed to be subject to the declaration of acquisition or disposition of assets and is not considered a connected transaction, but rather a report on the disposition of investments in subsidiaries resulting in the desolation of the subsidiary as a subsidiary of the Company. Therefore, the Company is required to disclose the transaction to the Stock Exchange of Thailand. The details are described in Enclosure

In summary, the Company will acquire 990,800,000 shares in BYD, with a price of Baht 7.062 per share, for a total of Baht 6,997,029,600 through EMH's holding. EMH will earn a total of Baht 6,000,000,000 from the entire business transfer of ETH. If the acquisition and disposition of these 2 transactions are included, the Company will spend a total of Baht 997,029,600 as described in Enclosure.

Please be informed accordingly.

Yours faithfully,

(Mr. Amorn Sapthaweekul)

Deputy CEO

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บริษัทพลังงานบริสุทธิ์จ ากัด(มหาชน)

Energy Absolute Public Company Limited

89 อาคารเอไอเอ แคปปิ ตอล เซ็นเตอร์ชั้น16 ถนนรัชดาภิเษกแขวงดินแดงเขตดินแดงกรุงเทพฯ10400 โทรศัพท์02 248 2488-92, 02 002 3667-9 แฟกซ์02 248 2493 ทะเบียนเลขที่0107551000061

Enclosure

Information Memorandum

on the Acquisition and Disposition of Investment in subsidiaries

resulting in the subsidiaries ceasing to be the Company's subsidiaries

1. Asset Acquisition List

Information Memorandum on the Acquisition and Disposition of Assets according to Schedule (1)

1. Related Parties and Relationships with Listed Company
   Issuer of the capital increase share to Beyond Securities Public Company Limited ("BYD") specific investors (Private Placement) :

Purchaser of the capital increase share to specific investors (Private Placement):

Relationship with Listed Company :

1. Description of the Transaction
2. • General Description of the Transaction
     EMH will acquire 990,800,000 newly issued ordinary shares to specific investors (Private Placement) of BYD with a par value of Baht 5.00 per share, or 23.63% of BYD's paid-up capital after capital increase with a price of Baht 7.062 per share, representing the purchase of newly issued shares of Baht 6,997,029,600. At present, the Target Group operates the main business and has the following shareholding structure:
   • 1. BYD is a listed company, operating its core business as securities and derivatives brokerage. BYD has received the following licenses to operate as a securities company from the Ministry of Finance, the Securities and Exchange Commission (SEC), and the Stock Exchange of Thailand (SET):
     2. 1. Securities Brokerage
        2. Securities Trading
        3. Investment Advisory
        4. Underwriting
        5. Securities Borrowing and Lending
        6. Capital Fund
        7. Derivatives Agent / Brokerage

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บริษัทพลังงานบริสุทธิ์จ ากัด(มหาชน)

Energy Absolute Public Company Limited

89 อาคารเอไอเอ แคปปิ ตอล เซ็นเตอร์ชั้น16 ถนนรัชดาภิเษกแขวงดินแดงเขตดินแดงกรุงเทพฯ10400 โทรศัพท์02 248 2488-92, 02 002 3667-9 แฟกซ์02 248 2493 ทะเบียนเลขที่0107551000061

1. ACE operates the main business by holding shares in limited companies and/or public limited company, with BYD holding shares at 49% and other persons holding shares at a rate of 51%.
2. TSB operates the main business of providing service of buses in Bangkok and metropolitan areas, with ACE being a 100% shareholder.

However, this acquisition of newly issued shares of BYD by EMH will allow the Company to be an indirect shareholder of the above Target Group companies.

• Transaction Size
  The size calculation of an asset acquisition by calculating it based on various criteria under the Notifications on Acquisition or Disposal of Assets, referred to the consolidated financial statements for the three months ended 31 March 2022 of the Company and BYD, which have been reviewed by the company's auditors, the following details are as follows:

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บริษัทพลังงานบริสุทธิ์จ ากัด(มหาชน)

Energy Absolute Public Company Limited

89 อาคารเอไอเอ แคปปิ ตอล เซ็นเตอร์ชั้น16 ถนนรัชดาภิเษกแขวงดินแดงเขตดินแดงกรุงเทพฯ10400 โทรศัพท์02 248 2488-92, 02 002 3667-9 แฟกซ์02 248 2493 ทะเบียนเลขที่0107551000061

According to the above transaction size calculations, the maximum transaction size is 7.80245% based on the total value of the consideration and when combined with the acquisition of assets over a period of 6 months, with a total transaction size of 13.78087% prior the date of approval of the Board of Directors. The maximum total transaction size will be 21.58332%.

4) Details of the Acquired Assets

Financial Information of BYD

1. Total value of consideration and payment conditions
   The total value of all consideration for the acquisition of 990,800,000 newly issued ordinary shares in BYD at a price of Baht 7.062 each amounted to Baht 6,997,029,600. The Company will pay the share subscription for the shares in cash and/or cheques to BYD at once.

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