Siam Cement : Information Memorandum regarding the Connected Transaction of The Siam Cement Public Company Limited

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Translation CSO-S65-173 August 15, 2022 To President, The Stock Exchange of Thailand Subject: Information Memorandum regarding the Connected Transaction of The Siam Cement Public Company Limited At the meeting of the board of directors of The Siam Cement Public Company Limited ("SCC") No. 256 (5/2022) held on July 27, 2022, the board of directors approved the capital restructuring of BetterBe Marketplace Company Limited ("BetterBe"), a company operating an online marketplace in Thailand under the name Nocnoc and in Indonesia under the name Renos.id. BetterBe is wholly owned by SCC through SCG Distribution Company Limited ("SCG Dist"). The restructuring will be executed by means of issuing ordinary shares amounting to 78.12 million shares with the price of 27.84 Thai Baht per share. The newly issued shares are to be offered to Must Be Company Limited ("New Shareholder"). Once the restructuring is complete, the shareholding of SCG Dist in BetterBe will decrease from 100% to 50%. The details of the transaction are as follows:Transaction Date: Within 2022, after some conditions are met ("Condition Precedent"). This includes the completion of due diligence process carried out by the New Shareholder and the approval of board of directors and/or shareholders of both, New Shareholder and BetterBe. Counterparts: New Share Purchasing Party: Must Be Company Limited is a company incorporated by Frasers Property Limited ("Frasers") and Thai Beverage Public Company Limited group ("ThaiBev") whereas both groups are one of the leading companies with strong potential to strengthen and grow BetterBe in the region. Share Issuing Party: BetterBe Marketplace Company Limited, a company wholly owned by SCC through SCG Distribution Company Limited. Details of Connected Person and Relationship: Must Be Company Limited is a company incorporated by Frasers Property Limited ("Frasers") and Thai Beverage Public Company Limited group ("ThaiBev"). Both entities are controlled by a close relatives of Mr. Thapana Sirivadhanabhakdi who currently is the Independent Director of SCC as well as President and CEO of ThaiBev. Consequently, Must Be Company Limited and SCC are considered Connected Persons. Translation General Features of Transaction: 4.1 Type of Transaction The New Shareholder will subscribe to 78,120,000 newly issued ordinary shares at 27.84 Thai Baht per share after the Conditi...

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