Aqua Public : Information Memorandum Description, Condition and Major Characteristics of the Warrant to Purchase Ordinary Share of Aqua Corporation Public Company Limited No. 3 (AQUA-W3)

AQUA CORPORATION

บริษัท อควา คอร์เปอเรชั่น จํากัด (มหาชน)

(ทะเบียนเลขที่0107547000397)

- Information Memorandum -

Description, Condition and Major Characteristics of

Warrant to Purchase Ordinary Share of Aqua Corporation Public Company Limited No. 3 (AQUA-W3)

Number of warrant

Underlying Shares

Allocation of Warrants

2,956,157,638	units
2,956,157,638	shares (par value of Baht	0.50 per share)
The Company will allocate 2 ,9 5 6 ,2 2 8 ,2	6 1 units of the Warrants to the

existing shareholders whose names appears on the date to determine list of shareholders who will be entitled to receive the allotment of the Warrants (Record Date), which is on 1 4 March 2 0 2 2 at the ratio of 2 existing ordinary shares to 1 unit of the Warrants.

Major Holders	as of 2 June 2022
No.	Name-Surname		Number of Warrants	%
1	Mr. Pakorn Mongkoltada		513,846,900	17.38
2	Miss Kanchanarath Wongphan		298,139,400	10.09
3	Miss Aura-orn Akrasanee		207,520,850	7.02
4	Mr. Khampol Viratepsuporn		158,997,700	5.38
5	Mr. Siriwat Wongjarukorn		52,000,000	1.76
6	Thai NVDR Company Limited*		48,991,038	1.66
7	Mr. Anan Asiralertsiri		48,500,000	1.64
8	Mr. Chanin Sinlapeecheewa		38,700,000	1.31
9	Mr. Weera Singwisit		28,750,000	0.97
10	Mr. Kobchai Kosakarn		26,263,350	0.89
	Total		1,421,709,238	48.10

* Minor shareholders

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AQUA CORPORATION

บริษัท อควา คอร์เปอเรชั่น จํากัด (มหาชน)

(ทะเบียนเลขที่0107547000397)

Exercise Right of Warrants

1. Exercise Date

The Warrant Holders can exercise their rights to purchase the Company's ordinary shares on 31 May 2024, which is a maturity date of the Warrants.

In case that the exercise date does not match the business day, the date shall be moved to a Business Day prior to the exercise date. The Company will not extend the term of the Warrants and there is no requirement demanding the Warrant Holders to exercise their rights prior to the exercise date.

2. Each time exercise

In exercising the rights to purchase the ordinary shares of the Company, the Warrant Holders may exercise their rights under the Warrants to purchase the ordinary shares either in whole or in part. For any outstanding Warrants that are not exercised before the exercise date, the Company will deem that the Warrant Holders of such outstanding Warrants do not wish to exercise their rights thereunder, and such Warrants shall be deemed nullified without having been exercised.

After the Warrant Holders express their intention to exercise their rights under the Warrants to purchase the shares, the Warrant Holders are not allowed to revoke their intention to exercise such right later.

3. Period for the Notification of Intention to Exercise the Warrants

The Warrant Holders who wish to exercise their rights to purchase ordinary shares of the Company must submit the intention to purchase ordinary shares of the Company from 9 . 0 0 a.m. - 3 . 3 0 p.m. of each day within the period of 1 5 days prior to the exercise date (the " Notification Period"). In the event that the exercise date falls on the Company's holiday, the exercise date shall be moved to the last Business Day prior to the exercise date.

In this regard, the Company shall notify the information with respect to the exercise of the right, the exercise period, and the Notification Period, at least 5 Business Days prior to the Notification Period via the electronic system of the SET and the Company will send the registered mail to the Warrant Holders, whose names appear in the Warrant Register Book, at least 5 Business Days prior to the Notification Period. The Company will close the Warrant Register Book to suspend the transfer of Warrants 21 days prior to the exercise date. In this regard, the SET will post SP sign (suspended) 2 Business Days in advance prior to the closing date of the Warrant Register Book. In the case that the first day of the closure of the Warrant Register Book falls on a holiday, it shall be moved to the Business Day before such date. In the event that the exercise date falls on a holiday, it will be moved to the last Business Day before such exercise date. The Warrants trading will be suspended from the first day on which the SET posts SP sign (suspended) until the exercise date.

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Par0 Par1

Ratio0 Ratio1

AQUA CORPORATION

บริษัท อควา คอร์เปอเรชั่น จํากัด (มหาชน)

(ทะเบียนเลขที่0107547000397)

4. Contact Address for Exercise of WarrantsCompany Security

Aqua Corporation Public Company Limited

R.S. Tower, Floor 21, 121/68-69 Ratchadapisek Road, Din Daeng Bangkok 10400 Tel: [phone] ext 8804 Fax: [phone]

Adjustment of Exercise Price and Exercise Ratio

The Company will adjust the exercise price and/or the exercise ratio throughout the term of the Warrants, in order to maintain the benefits of the Warrant holders, upon the occurrence of any of the following events. The Company shall notify an adjustment of exercise price and ratio immediately or prior to the effective date of new exercise price and ratio:

1. when the Company changes the par value of its shares, as a result of a consolidation or split of the Company's issued shares;
   The exercise price and ratio shall be effective immediately upon the new par value become effective as disclosed vie the electronic disclosure system of the SET.
   1. The exercise price shall be adjusted in accordance with the following formula:

Pr ice1 = Pr ice 0 × [ Par1] [ Par 0]

2. The exercise ratio shall be adjusted in accordance with the following formula:

Ratio 1 = Ratio 0 × [ Par 0]

[ Par1]

Where Pr ice0 is the exercise price before the adjustment. Pr ice1 is the new exercise price after the adjustment.

is the exercise ratio before the adjustment. is the new exercise ratio after the adjustment.

is the par value of the ordinary shares before the adjustment. is the new par value of the ordinary shares after the adjustment.

1. when the Company distributes dividend in full or in part in a form of shares to the Company's shareholders;
   The adjustment in the exercise price and exercise ratio will be in effect immediately, starting from the first day on which the purchasers of the ordinary shares shall not be entitled to receive such stock dividend (the first day on which the SET posts XD sign).

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AQUA CORPORATION

บริษัท อควา คอร์เปอเรชั่น จํากัด (มหาชน)

(ทะเบียนเลขที่0107547000397)

1. The exercise price shall be adjusted in accordance with the following formula:

Pr ice1 = Pr ice0 ×	[ A]
[ A + B]

2. The exercise ratio shall be adjusted in accordance with the following formula:

Ratio1 = Ratio 0 × [ A + B]

[ A]

Where Pr ice0 is the exercise price before the adjustment.

Pr ice1 is the new exercise price after the adjustment.

Ratio0 is the exercise ratio before the adjustment.

Ratio1 is the new exercise ratio after the adjustment.

1. is the number of the ordinary shares which are fully paid as at the date prior to the date of closure of the share register book to

determine the person entitled to the stock dividend.

1. is the number of newly issued ordinary shares in the form of stock dividend.

The "market price of the Company's ordinary shares" and the par value for comparison shall be used, and have the meaning as stated in (c).

"Date of the calculation" is the first day on which the purchasers of the ordinary shares shall not be entitled to receive the dividend.

1. when the Company offers newly issued shares to the existing shareholders and/or a general public and/or a private placement, at the price lower than 90% of the market price of the Company's ordinary shares;
   The adjustment in the exercise price and exercise ratio will take effect immediately, starting from the first day on which the purchasers of the ordinary shares shall not be entitled to subscribe for newly issued ordinary shares (the first day on which the SET posts XR sign) in the case of the offering to the existing shareholders (Rights Offering) and/or the first day on which the newly issued shares are offered to a general public and/or a private placement, as the case may be.
   "Average price of the newly issued ordinary shares" shall be calculated from the total proceeds received by the Company deriving from the share offering, less the expenses incurred from the offering (if any), divided by the number of newly issued shares offered. "Market price of the Company's ordinary shares" is determined to be equal to the "weighted average market price per share of the Company's ordinary shares". The "weighted average market price per share of the Company's ordinary shares" is the total trading value of the Company's ordinary shares divided by the number of Company's

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AQUA CORPORATION

บริษัท อควา คอร์เปอเรชั่น จํากัด (มหาชน)

(ทะเบียนเลขที่0107547000397)

ordinary shares that were traded on the SET during the period of 14 consecutive Business Days (the day on which the SET is opened for the stock trading) prior to the date of the calculation.

In case that the "market price of the Company's ordinary shares" cannot be obtained because there were no trading of the Company's ordinary shares during the above mentioned period, the Company shall determine the fair price to be used in the calculation instead.

"Date of the calculation" means the first day on which the purchasers of the ordinary shares shall not be entitled to subscribe for the newly issued ordinary shares (the first day on which the SET posts XR sign) in the case of the offering to the existing shareholders (Rights Offering) and/or the first day on which the newly issued ordinary shares are offered to a general public and/or a private placement, as the case may be.

If there are more than one offering prices at the same offering of the Company's ordinary shares under the condition that the shares subscription must be made altogether, all of the offering prices shall be used to calculate the average price of the newly-issued ordinary shares. However, if the offering does not require that the securities be subscribed for at the same time, only the offering prices that are lower than 90% of the market price per share of the "market price of the Company's ordinary shares" shall be used for the calculation.

But in the case where such offering does not require subscribing the shares at the same time, only the offering price that is lower than 90% of the "market price of the Company's ordinary shares" will be used to calculate the price adjustment.

1. The exercise price shall be adjusted in accordance with the following formula:

Pr ice1 = Pr ice 0 × [( A × MP ) + BX ][MP ( A + B)]

2. The exercise ratio shall be adjusted in accordance with the following formula:

Ratio 1 =	Ratio 0 ×	[MP ( A + B)]
[( A × MP ) + BX ]
Where Pr ice0 is	the exercise price before the adjustment.
Pr ice1is	the new exercise price after the adjustment.
Ratio0 is	the exercise ratio before the adjustment.
Ratio1is	the new exercise ratio after the adjustment.
MP is	the "market price of the Company's ordinary shares".
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