Beryl 8 Plus Public Company LimitedSET: BE8

Shareholders meeting's resolution

· MarketScreener

No. B8-2022-0050

7 July 2022

Subject:

Notification of Resolutions of the Extraordinary General Meeting of Shareholders No. 1/2022

of Beryl 8 Plus Public Company Limited

To:

President

Stock Exchange of Thailand

The Extraordinary General Meeting of Shareholders No. 1/2022 of Beryl 8 Plus Public Company Limited (the "Company") was held on Thursday 7 July 2022 at 10:00 a.m. via electronic means (E-EGM) in compliance with the law in relation to the meeting via electronic means, and was broadcasted live from the Company's Head Office located at 33/4 The 9th Tower Grand Rama 9 Building (Tower B), Floor 19, Rama 9 Road, Huai Khwang, Bangkok 10310, resolved to approve the resolutions as follows:

1. Certified the minutes of the 2022 Annual General Meeting of Shareholders held on 26 April 2022, with the following voting results:

Resolution

Votes

Percent

Approval

132,555,058

100.0000

Disapproval

0

0.0000

Abstention

510,000

-

Void ballot

0

-

Remarks:

  1. The resolution of this agenda must be approved by a simple majority vote of the total votes of the shareholders who attend the meeting and cast their votes.
  2. In this agenda, there is no additional shareholders or proxies attending the meeting.

2. Approved the Company to invest in ordinary shares of Exclusive IT Resources Co., Ltd. ("X10") in an amount of 799,999 shares with the total value 620,640,023.40 Baht which is deemed to be the acquisition of assets transaction and connected transaction of the Company, with the following voting results:

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Resolution

Votes

Percent

Approval

132,555,058

99.6167

Disapproval

510,000

0.3832

Abstention

0

0.0000

Void ballot

0

-

Remark:

  1. The resolution of this agenda must be approved by a vote of not less than three-fourths of the total number of votes of shareholders attending the meeting and having the right to vote excluding shareholders who has a stake.
  2. In this agenda, there is no additional shareholders or proxies attending the meeting.

3. Approved the increase of the Company's registered capital by 7,297,187 Baht from 100,000,000 Baht to 107,297,187 Baht by issuing newly issued ordinary shares of 14,594,374 shares with a par value of 0.50 Baht to pay as part of the compensation for the Purchase of X10's Ordinary Shares and the amendments of the Memorandum of Association of the Company No. 4 to comply with the increase of the registered capital of the Company, with the following voting results:

Resolution

Votes

Percent

Approval

132,555,058

99.6167

Disapproval

510,000

0.3832

Abstention

0

0.0000

Void ballot

0

-

Remarks:

  1. The resolution of this agenda must be approved by a vote of not less than three-fourths of the total number of votes of shareholders attending the meeting and having the right to vote excluding shareholders who has a stake.
  2. In this agenda, there is no additional shareholders or proxies attending the meeting.

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4. Approved the allocation of newly issued ordinary shares of the Company in the amount 14,594,374 shares with a par value of 0.50 Baht to Extend Resource Holding at the offering price of Baht 39.10 per share for the total value of Baht 570,640,023.40 as a payment of part of the consideration for the entering into the Purchase of X10's Ordinary Shares, where such offering price is considered the offering of the newly issued ordinary shares at the price with a discount not exceeding 10 percent of the market priceaccording to the Notification of the Capital Market Supervisory Board No. TorChor. 72/2558 (2015) Re: Approval for Listed Companies to Offer Newly Issued Shares through Private Placement.

In the offering of newly issued ordinary shares to Extend Resource Holding above is the issuance of newly issued ordinary shares of the Company to pay as part of the consideration for the Purchase of X10's Ordinary Shares and the investment in the entire assets of Extend Resource Holding under EBT. Therefore, although the person that the Company will issue 14,594,374 newly issued ordinary shares of the Company with a par value of 0.50 Baht is Extend Resource Holding, under an EBT arrangement, Extend Resource Holding shall proceed with registration of its dissolution within the same fiscal year of the EBT. After such dissolution registration and during the liquidation of Extend Resource Holding, all existing assets at such time of Extend Resource Holding shall be transferred back to the shareholders of Extend Resource Holding and/or those whose names are listed as the shareholders of Extend Resource Holding as of the date of the liquidation completion in proportion to their shareholding percentages, with the following voting results:

Resolution

Votes

Percent

Approval

132,555,057

99.6167

Disapproval

510,001

0.3832

Abstention

0

0.0000

Void ballot

0

-

Remarks:

  1. The resolution of this agenda must be approved by a vote of not less than three-fourths of the total number of votes of shareholders attending the meeting and having the right to vote excluding shareholders who has a stake.
  2. In this agenda, there is no additional shareholders or proxies attending the meeting.

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Please be informed accordingly.

Sincerely yours,

(Mr. Apisek Tewinpagti)

Chief Executive Officer

Beryl 8 Plus Public Company Limited

Authorized Person to Disclose Information

Corporate Secretary Department

Tel. 02-116-5081

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