Schedule for the Extraordinary General Meeting of Shareholders No. 1/2022, the capital reduction and increase of registered capital, the offering of new shares to PP and Increasing Capital under General Mandate (edit)

-Translation-

IP_OCS/006/2022

May 20, 2022

Subject: The Resolutions of the Board of Directors Meeting No.4/2022 Regarding the Increase of Registered Capital, and the Schedule of the Extraordinary General Meeting of Shareholders No.1/2022 (Edit)

To: President

The Stock Exchange of Thailand

Enclosure: 1. Information about the offering and allocation of the newly issued shares of the Company to Innobic LL Holding Company Limited (A subsidiary in which PTT holds 100% of the shares), which is the Private Placement

2. Capital Increase Report Form (F53-4)

Inter Pharma Public Company Limited ("the Company") would like to inform the important resolutions of the Board of Directors Meeting No. 4 /2022 on May 19, 2022, at 8.00 PM as follows;

1. Approved to propose to the Shareholders' Meeting to consider and approve the capital decrease of 19,423,560 Baht from the registered capital of 1 7 8 ,0 3 9 ,7 5 5 Baht to 158,616,195 Baht by canceling

38,847,120 unpaid-up ordinary shares with a par value of 0.50 Baht per share, which is the remaining ordinary shares after the allocation to the existing shareholders in proportion to their respective shareholdings (Rights Offering) of 2,387 shares, and remaining from the reserve for the exercise of the warrants to purchase the Company's ordinary shares No. 1 (IP-W1 ) of 4 ,7 7 4 shares and reserve for the capital increase under General Mandate of 38,839,959 shares. In addition, to also consider and approve the amendment of Article 4 of the Company's Memorandum of Association to comply with the decrease of the Company's registered capital as follows;

บริษัท อินเตอร์ ฟาร์มา จ(มหาชน)ากัด เลขที่140/9 อาคารไอทีเอฟ ชั้น 9 ถนนสีลม แขวงสุริยวงศ์ เขตบางรัก กรุงเทพมหานคร10500 โทรศัพท์ 02-634-0225 แฟ็ กซ์ 02-634-0135www.interpharma.co.th

Inter Pharma Public Company Limited 140/9 ITF Tower, 9th Floor, Silom Road, Suriyawongse, Bangrak, Bangkok 10500, Thailand. Tel. 02-634-0225 Fax 02-634-0135www.interpharma.co.th

2. Approved the issuance and offering of newly issued ordinary shares of not over 74,510,000 shares, by specific offering to the Private Placement to Innobic LL Holding Company Limited ("INNOBIC LL") (which is an indirect subsidiary of PTT Public Company Limited ("PTT"), where PTT indirectly holds shares through a 100% shareholding subsidiary), representing 20% of the registered capital after the capital increase.

The Company has continuously expanded its business related to pharmaceutical products and food supplement business, acquisition of the generic drug factory, Modern Pharma, and purchase of assets of Teva Pharma (Thailand) Company Limited, a generic drug factory in Ayutthaya, as well as the acquisition of Drug Care Company Limited, a drugstore chain company under the name Lab Pharmacy. This allows the Company to expand its business comprehensively and cover all healthcare aspects. Besides, the Company is also committed to expanding its business gearing towards medical technology transferred. As aforementioned, the Company is essentially required to inject in a lot of capital to expand pharmaceutical manufacturing or increase numbers of drug store outlets, as well as invest in the medical technology business in research & development, including medical technology transferred from abroad. In the past, the Company has increased capital to the existing shareholders and increase some more loans, but the capital received is inadequate to enable the Company to fully expand its business efficiently. The Board of Directors believes that if the Company was chosen to extend the loan, it may increase the Company's risk and foreseeing a higher interest expenses in the future. Therefore, the Company should increase its investment by issuing new ordinary shares for offering to the private placement which would be more appropriate. But we need to look for investors with well-established reputation, having good source of funds and can mutually synergize business. So, the Company contacted INNOBIC LL, which recently, PTT, on behalf of Innobic (Asia) Company Limited also invested in the Leader pharmaceutical company in Taiwan. Therefore, the Board of Directors has considered that this investor is suitable to join the company. The Company will issue and allocate newly issued ordinary shares for the Company to have sufficient sources of funds to operate and expand business cooperation. This collaboration will enable turn-key research and development of comprehensive healthcare products, from upstream to downstream of Innovative Medicine, Eye Healthcare, Nutraceuticals products and dietary supplements (Nutraceuticals & Supplements), Thai Herbal Medicines, Health Food and Drink of both companies. To which the Company has its own manufacturing facilities to accommodate OEMs which will be a manufacturing option for INNOBIC LL. While the cooperation between the two companies will provide a wider network of sales and marketing channels covering nationwide. INNOBIC LL Group can also use its own overseas network to help expand the Company's export market at a global level.

บริษัท อินเตอร์ฟาร์มา จ ากัด(มหาชน) เลขที่140/9 อาคารไอทีเอฟ ชั้น 9 ถนนสีลม แขวงสุริวงศ์ เขตบางรัก กรุงเทพมหานคร10500 โทรศัพท์ 02-634-0225 แฟ็ กซ์ 02-634-0135www.interpharma.co.thInter Pharma Public Company Limited 140/9 ITF Tower, 9th Floor, Silom Road, Suriyawongse, Bangrak, Bangkok 10500, Thailand. Tel. 02-634-0225 Fax 02-634-0135www.interpharma.co.th

Hence, the Company and INNOBIC LL agreed will invest in the purchase of new ordinary shares allocated by the Company of 74,510,000 shares, or 20% of the shares after the increase of registered capital. The details of the share allocation transaction appear in Information about the Offering and Allocation of the Newly Issued Shares of the Company to INNOBIC LL which is a private placement (Enclosure 1).

In this regard, if INBOBIC LL has already paid for the newly issued shares in full, The Board of Directors will no longer consider the allocation of newly issued shares in accordance with the resolution of the general power of attorney.

3. Approved to propose to the Shareholders' Meeting to consider and approve the allotment of newly issued ordinary shares under General Mandate in the number of not exceeding 38,839,959 shares at the par value of Baht 0.50 per share as follows:

1. To allot newly issued ordinary shares in the number of not exceeding 10,000,000 shares at the par value of Baht 0.50 per share, representing 3.35% of the Company's total paid-up capital to the existing shareholders proportionate to their respective shareholdings (Rights Offering); or
2. To allot newly issued ordinary shares in the number of not exceeding 28,839,959 shares at the par value of Baht 0.50 per share, representing 9.68% of the Company's total paid-up capital to the specified person under the Private Placement.

In this regard, the Board of Directors meeting, therefore, proposes to the shareholders' meeting to consider authorizing the Board of Directors and/or the Executive Committee and/or the Chief Executive Officer and/or any other person appointed by the Board of Directors and/or the Executive Committee and/or the Chief Executive Officer shall have the authority to consider and perform any act relating to necessary for and/or in connection with the capital increase and allotment of the newly issued ordinary shares under the General Mandate of the Company, including but not limited to:

1. To determine conditions and other details relating to the allotment of the newly issued ordinary shares including but not limited to record date, offer period, subscription, payment of subscription price and other conditions and details relating to the allotment of the newly issued ordinary shares;
2. To negotiate, enter into and sign relevant documents and contracts including perform any other related and necessary act in connection with the allotment of newly issued ordinary shares; and
3. To sign application, notice, instrument or other document in relation to the capital increase and allotment of the newly issued ordinary shares, including filing application and relevant documents to any competent authorities and/or agencies and listing of the newly issued ordinary shares of the Company on the Market for Alternative Investment and performing any other related and necessary act in connection with the allotment of newly issued ordinary shares.

The newly issued ordinary shares shall not be offered to the connected persons according to the Capital Market Supervisory Board Notification no. ThorJor. 21/2551 re: Rules on Connected Transactions B.E. 2551

บริษัท อินเตอร์ฟาร์มา จ ากัด(มหาชน) เลขที่140/9 อาคารไอทีเอฟ ชั้น 9 ถนนสีลม แขวงสุริวงศ์ เขตบางรัก กรุงเทพมหานคร10500 โทรศัพท์ 02-634-0225 แฟ็ กซ์ 02-634-0135www.interpharma.co.thInter Pharma Public Company Limited 140/9 ITF Tower, 9th Floor, Silom Road, Suriyawongse, Bangrak, Bangkok 10500, Thailand. Tel. 02-634-0225 Fax 02-634-0135www.interpharma.co.th

(2008) and the Stock Exchange of Thailand re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions B.E. 2546 (2003).

In addition, for the said offering of newly issued ordinary shares, the offering price under the Private Placement shall not be a Low Price as specified in the Notification of Capital Market Supervisory Board no. ThorJor. 72/258 re: Permission for Listed Companies to Offer Newly Issued Shares to Private Placement. The Company's calculation of the price for offering of newly issued shares shall not be below the weighted average of the Company's share price traded on the Stock Exchange of Thailand for the period of not less than 7 consecutive business days but not exceeding 15 consecutive business days before the date on which the offering price is determined. However, After the offering of newly issued ordinary shares as set out in item (1) or item (2) above, the additional paid-up capital of the Company equals 13.03% which shall not greater than 30 % of the paid-up capital as of the date on which the Board of Directors has resolved to approve the General Mandate, and the Company shall complete allocation of the newly issued shares within the date that the Company holds the next annual general meeting or within the date that the next annual general meeting is required to be set-up by laws, whichever is the earlier. The details of the issuance of newly issued shares under the General Mandate are set out in the Attachment 2: Capital Increase Report Form (F53-4)

4. Approved to propose to the Shareholders' Meeting to consider and approve the capital increase of the Company of 57,602,430.50 Baht from the former registered capital of 158,616,195 Baht to 216,218,625.50 Baht by issuing 115,204,861 newly issued ordinary shares with a par value of 0.50 Baht per share to allocate to a private placement of 74,510,000 shares and the additional reserve for the adjustment of the rights of the warrants to purchase ordinary shares of the Company No. 1 (IP-W1) of 1,854,902 shares and reserve for the capital increase under General Mandate of 38,839,959 shares and to approve the amendment of the Memorandum of Association Article 4, to comply with the Company's registered capital increase as follows;

บริษัท อินเตอร์ฟาร์มา จ ากัด(มหาชน) เลขที่140/9 อาคารไอทีเอฟ ชั้น 9 ถนนสีลม แขวงสุริวงศ์ เขตบางรัก กรุงเทพมหานคร10500 โทรศัพท์ 02-634-0225 แฟ็ กซ์ 02-634-0135www.interpharma.co.thInter Pharma Public Company Limited 140/9 ITF Tower, 9th Floor, Silom Road, Suriyawongse, Bangrak, Bangkok 10500, Thailand. Tel. 02-634-0225 Fax 02-634-0135www.interpharma.co.th

5. Approved to propose to the Shareholders' Meeting to approve the allocation of newly issued ordinary shares of not over 115,204,861 shares with a par value of 0.50 Baht per share to offer to the specific person (Private Placement) of 74,510,000 shares and the additional reserve for the adjustment of the rights of the warrants to purchase the Company's ordinary shares No. 1 (IP- W1 ) of 1 ,8 5 4 ,9 0 2 shares and reserve for General Mandate of 38,839,959 shares with details as follows;

5.1 Approved to propose to the shareholders' meeting to approve the allocation of 74,510,000 newly issued ordinary shares at the offering price of 14 Baht per share, a total of 1,043,140 Baht, to offer to INNOBIC LL, the private placement (PP).

Issuance and allocation of newly issued ordinary shares issued to specific investors (Private Placement) by clearly specifying the offering price at the offering price of 14 Baht per share, which is the offering price that is lower than 90% of the market price of the Company's shares according to the announcement TorJor. 72/2015. The Company sets a discount of 25.02% of the market price, which is over 10% of the market price. Therefore, it is considered an offering of the newly issued shares at a price lower than the market price according to the Announcement TorJor.72/2015 and it must be approved by the Shareholders' Meeting of the Company with a vote of not less than three-fourths of the total number of votes of the shareholders attending the meeting and having the right to vote. And it must not have shareholders holding a total number of over 10% of the total number of votes of the shareholders attending the meeting and having the right to vote, objected to the offering of shares at the said price.

Besides, although the Company has been approved by the Shareholders' Meeting to offer and allocate the Company's newly issued ordinary shares, the Company must get approved by the SEC Office as prescribed in the Announcement of TorJor. 7 2 / 2 0 1 5 , before the offering and the allocation of the Company's newly issued ordinary shares.

The market price for the issuance of newly issued ordinary shares to allocate to INNOBIC LL is calculated from the weighted average price of the Company's ordinary shares on the stock exchange for the past 7 consecutive days before the date of the Board of Directors' resolution to propose to the Company's Shareholders' Meeting to approve the issuance and allocation of the Company's newly issued ordinary shares to INNOBIC LL who is a private placement, during May 9, 2022 to May 18, 2022 which has a price equal to 18.67 Baht per share (Information from SETSMART at www.setsmart.com).

If the offering price of newly issued ordinary shares to INNOBIC LL is lower than 90% of the market price of the Company's share price before the first day of the offering of newly issued ordinary shares, the Company is obliged to prohibit INNOBIC LL from selling all such newly issued ordinary shares within 1 year from the date the Company's newly issued ordinary shares begin trading on the SET (Silent Period). After the date the newly issued ordinary shares of the aforementioned companies begin trading on the Stock Exchange of Thailand for 6 months, INNOBIC LL can gradually sell the prohibited shares

บริษัท อินเตอร์ฟาร์มา จ ากัด(มหาชน) เลขที่140/9 อาคารไอทีเอฟ ชั้น 9 ถนนสีลม แขวงสุริวงศ์ เขตบางรัก กรุงเทพมหานคร10500 โทรศัพท์ 02-634-0225 แฟ็ กซ์ 02-634-0135www.interpharma.co.thInter Pharma Public Company Limited 140/9 ITF Tower, 9th Floor, Silom Road, Suriyawongse, Bangrak, Bangkok 10500, Thailand. Tel. 02-634-0225 Fax 02-634-0135www.interpharma.co.th