Determination of the date of the Extraordinary General Meeting of Shareholders No. 1/2022, the issuance and offering of newly issued ordinary shares (Rights Offering), the issuance and offering of WAVE-W3 (Edit) (Edit Enclosure 2)

L-WAVE ENT 30/2022

5 August 2022

Subject: The issuance and offering of newly issued ordinary shares to existing shareholders proportionate to their respective shareholding (Rights Offering), the issuance and offering of warrant to purchase ordinary shares of Wave Entertainment Public Company Limited No.3 (WAVE-W3) to the existing shareholders who subscribed newly issued ordinary shares, the determination of the date of the Extraordinary General Meeting of Shareholders No. 1/2022 and the record date to determine the shareholders eligible to attend the Extraordinary General Meeting of Shareholders No. 1/2022 (Record Date)

To: President

The Stock Exchange of Thailand

Enclosure: 1. Capital Increase Report Form (F53-4)

1. Information Memorandum regarding the issuance and offering of newly issued ordinary shares to existing shareholders proportionate to their respective shareholdings (Rights Offering) of Wave Entertainment Public Company Limited
2. Summary of Preliminary Information of the Warrants to purchase ordinary share of Wave Entertainment Public Company Limited No.3 (WAVE-W3)

Wave Entertainment Public Company Limited (the "Company") wishes to inform the resolutions of the Board of Directors' meeting No. 3/2022 held on 5 August 2022 as follows:

1. approved to propose to the Extraordinary General Meeting of Shareholders No. 1/2022 (the "Extraordinary General Meeting of Shareholders") to consider and approve the reduction of the Company's registered capital in the amount of Baht 235,578,510 from the existing registered capital in the amount of Baht 707,536,887.50 to Baht 471,958,377.50 by cancelling the unsold shares in the amount of 471,157,020 shares at a par value each of Baht 0.50 and the amendment of Clause 4. of the Company's Memorandum of Association to be in line with the reduction of the Company's registered capital.
2. approved to propose to the Extraordinary General Meeting of Shareholders to consider and approve the increase of the Company's registered capital in the amount of not exceeding Baht 5,934,068,140.50 from the registered capital of Baht 471,958,377.50 to Baht 6,406,026,518 by issuing newly issued ordinary shares in the amount of not exceeding 11,868,136,281 shares at a par value each of Baht 0.50 and the amendment of Clause 4. of the Company's Memorandum of Association to be in line with the increase of the Company's registered capital.
3. approved to propose to the Extraordinary General Meeting of Shareholders to consider and approve the issuance and allocation of warrants to purchase ordinary shares of the Company No. 3 (WAVE-W3)("WAVE-W3") in the number of not exceeding 2,617,539,003 units to existing shareholders who have subscribed and already paid for the newly issued ordinary shares of the Company allocated to the existing shareholders proportionate to their respective shareholding (Rights Offering) at the ratio of 3 newly issued ordinary shares to 1 unit of WAVE-W3 (Fractions derived from the calculation will be rounded down) without consideration (the offering price of Baht 0 per unit). The exercise ratio of WAVE-W3 is 1 unit of WAVE-W3 to 1 ordinary share at the exercise price of Baht 0.15 per share. The details are as appeared in the Information Memorandum regarding the issuance and offering of newly

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issued ordinary shares to existing shareholders proportionate to their respective shareholdings (Rights Offering) of Wave Entertainment Public Company Limited (Enclosure 2) and the Summary of Preliminary Information of the Warrants to purchase ordinary shares of Wave Entertainment Public Company Limited No. 3 (Enclosure 3)

The exercise price of WAVE-W3 is lower than par value of shares of the Company of Baht

1. In this regard, the Company is entitled to prescribe the exercise price of WAVE-W3 being less than the par value of the Company' shares as the Company has an accumulated loss as appeared in the latest separate financial statements as of 31 March 2022 in the amount of Baht

1. million, provided that the Company obtain the approval from the shareholders' meeting, pursuant to Section 52 of the Public Company Limited Act B.E. 2535 (as amended).

In addition, the Board of Directors' meeting proposed to the Extraordinary General Meeting of Shareholders to consider approving the Board of Directors and/or the authorized directors and/or any person designated by the Board of Directors or the authorized directors to have the authority to consider and perform any act relating to, necessary for and/or in connection with issuance and allocation of WAVE-W3 to be in compliance with the law, including but not limited to:

1. determining conditions and other details relating to the issuance and allocation of WAVE-W3;
2. negotiating, agreeing, entering into, amending, adding, signing agreements, applications form, request for waiver, evidence, disclosure, report on the offering for sale, and any documents necessary for and in connection with the issuance and allocation of WAVE-W3, as well as contact, filing, amendment, addition and signing of the applications for permission, waiver, evidence, disclosure, report on the offering for sale, and various documents with the Office of Securities and Exchange Commission ("SEC Office"), the Stock Exchange of Thailand ("SET"), governmental agencies or relevant authorities in relation to the issuance and allocation of WAVE-W3 and the listing of the WAVE-W3 and the newly issued ordinary shares from the exercise of WAVE-W3 as listed on the SET;
3. performing any other related act as necessary and appropriate in connection with the issuance and allocation of WAVE-W3 to duly complete the foregoing act and the issuance and allocation of WAVE-W3 on this occasion.

4. approved to propose to the Extraordinary General Meeting of Shareholders to consider and approve the allocation of newly issued ordinary shares in the amount of not exceeding 11,868,136,281 shares at a par value each of Baht 0.50 for (i) the allocation of newly issued ordinary shares to the existing shareholders proportionate to their respective shareholding (Rights Offering) (ii) to accommodate the exercise of WAVE-W3 and (iii) to accommodate the right adjustment of warrants to purchase ordinary shares of the Company No. 2 (WAVE-W2)("WAVE-W2") as follows:

4.1 to allocate the newly issued ordinary shares in the number of not exceeding 7,852,617,010 shares to the existing shareholders proportionate to their respective shareholdings at the subscription price of Baht 0.10 per a share. However, the allocation ratio of the newly issued shares proportionate to their respective shareholdings (Rights Offering) is uncertain and depending on the result of the exercise of WAVE-W2 on 15 September 2022. However, the allocation ratio is in the range of 1 - 1.25 existing ordinary shares: 10 newly issued ordinary share by which is calculated for 2 cases, i.e.,

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of Directors and/or the authorized directors and/or any person designated by the Board of Directors or the authorized directors will determine the final allocation ratio after knowing the exact result of the WAVE-W2 conversion right (Fractions derived from the calculation will be rounded down.) as detailed in the Capital Increase Report Form (F53-4) (Enclosure 1) and the Information Memorandum regarding the issuance and offering of newly issued ordinary shares to existing shareholders proportionate to their respective shareholdings (Rights Offering) of Wave Entertainment Public Company Limited (Enclosure 2). The subscription date for the newly issued ordinary shares of the Company shall be 7, 10 - 12, and 17 October 2022 (totaling 5 business days). The date to determine shareholders who are entitled to the allocation and offering of the newly issued ordinary shares proportionate to their respective shareholding together with WAVE-W3 (Record Date) shall be 21 September 2022

If there are newly issued ordinary shares remaining after the first allocation to the existing shareholders proportionate to their respective shareholdings, the Company shall allocate the remaining shares to the shareholders who have oversubscribed at the offering price of Baht 0.10 per share (the same offering price). In the allocation of such newly issued ordinary shares, the Company shall again allocate the remaining shares to shareholders until there is no share remaining or until there is no shareholder expresses their intention to subscribe the newly issued ordinary shares or it cannot be allocated due to the fractions of shares, subject to the following conditions:

1. In the case that the number of shares remaining from the first allocation to the existing shareholders proportionate to their respective shareholdings (Rights Offering) is higher than or equal to the number of shares that the existing shareholders has oversubscribed, the Company shall allocate such remaining shares to all shareholders who have oversubscribed and already paid for such shares.
2. In the case that the number of shares remaining from the first allocation to the Company's existing shareholders according to their rights offering is less than the number of shares that existing shareholders have oversubscribed, the remaining shares shall be allocated to the shareholders who oversubscribe by following procedures:
   (b.1) the remaining shares shall be allocated according to the rights offering of each shareholder who oversubscribes by taking the rights offering of each oversubscribing existing shareholder multiplied by the number of remaining shares, resulted in the number of excess rights shares for each shareholder (Fractions derived from the calculation will be rounded down). The number of allocated shares shall not exceed the number of subscribed and paid shares of each shareholder.
   (b.2) In the case that there are some remaining shares from the allocation in (b.1), they shall be allocated to each oversubscribing shareholder who has not yet received complete allocated shares by following the (b.1) procedure until there is no remaining share. The number of allocated shares shall not exceed the number of subscribed and paid shares of each shareholder.

In addition, shareholding percentage of each shareholder in the Company following the issuance and allocation of newly issued ordinary shares in any case must not make any shareholder hold the shares of the Company by which will be required to make a tender offer for securities according to the Notification of the Capital Market Supervisory Board TorJor. 12/2554, re: Rules, Conditions and Procedures for Acquisition of

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Securities for Business Takeovers or violates the restrictions on foreign shareholding as specified in the Company's Articles of Association.

The subscription price of the newly issued ordinary shares on this occasion is lower than par value of shares of the Company of Baht 0.50. In this regard, the Company is entitled to issue and offer the newly issued ordinary shares at the price less than the par value of the Company'shares as the Company has an accumulated loss as appeared in the latest separate financial statements as of 31 March 2022 in the amount of Baht

869.82 million, provided that the Company shall obtain the approval from the shareholders' meeting, pursuant to Section 52 of the Public Company Limited Act B.E. 2535 (as amended).

The Board of Directors' meeting proposed to the Extraordinary General Meeting of Shareholders to consider approving the Board of Directors and/or the authorized directors and/or any person designated by the Board of Directors or the authorized directors to have the authority to consider and perform any act relating to, necessary for and/or in connection with the increase of registered capital and the allocation of the newly issued ordinary shares of the Company, including but not limited to:

1. determining conditions and details relating to the allocation of newly issued ordinary shares and other details relating to the allocation of the newly issued ordinary shares;
2. determining or changing the details of the allocation, such as whether the newly issued ordinary shares shall be allocated in whole for offering at one time, or in portions for offering in lots from time to time, allocation ratio, the date to determine shareholders who are entitled to the allocation and offering of the newly issued ordinary shares proportionate to their respective shareholding together with WAVE-W3 (Record Date), subscription date, subscription and payment period, subscription price, payment method or any other details with respect to the allocation and the offer for sale;
3. signing the application form, request for waiver, notification, or any other documents related to the increase of registered capital and the allocation of new ordinary shares, including certifying any relevant documents, contact with and/or receiving documents from any officer or representative of any relevant organization, listing of such newly issued ordinary shares on the SET;
4. registering with Department of Business Development, Ministry of Commerce, and having power to undertake any necessary actions in compliance with the order of the registrar in order to duly complete the registration;
5. performing any other related and necessary act in connection with the increase of registered capital and allocation of newly issued ordinary shares to be in compliance with the relevant laws and/or regulations;
6. appointing and designating other appropriate persons to be the substitute attorney in fact to perform the foregoing acts

4.2 to allocate the newly issued ordinary shares remaining unallocated after the allocation in respect of the rights offering in accordance with 4.1, either in whole or in part for issuing and offering to specific persons (Private Placement), including institutional investors and/or specified investors pursuant to the Notification of the Capital Market Supervisory Board No. TorJor. 72/2558 Re: Approval for Listed Companies to Offer

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Newly Issued Shares through Private Placement (as amended) (the "TorJor. 72/2558 Notification") (the "Private Placement") whereas the persons to whom the new ordinary shares under the Private Placement will be allocated must be investors who are not the connected persons of the Company pursuant to the Notification of the Capital Market Supervisory Board No. TorJor. 21/2551 Re: Rules on Connected Transactions dated 31 August 2008 and its amendments, and the Notification of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected transaction B.E. 2546 dated 19 November 2003 and its amendments. The details are as appeared in the Capital Increase Report Form (F53-4) (Enclosure 1) and the Information Memorandum regarding the issuance and offering of newly issued ordinary shares to existing shareholders proportionate to their respective shareholdings of Wave Entertainment Public Company Limited (Enclosure 2).

The Board of Directors' meeting approved to propose to the Extraordinary General Meeting of Shareholders to consider approving the Board of Directors and/or the authorized directors as designated by the Board of Directors to have the authority to determine the offering price of the newly issued ordinary shares in respect of the Private Placement (the "PP Offering Price") which shall be the best price subjected to the market condition at the time of offering with a possible discount of not exceeding 10 percent of the market price pursuant to TorJor. 72/2558 Notification calculated based on the weighted average price of the Company's shares traded on the SET for not less than 7 consecutive business days, but not exceeding 15 consecutive business days, prior to the date of PP Offering Price prescription (the "Best Price per Market Condition"). However, such offering price shall not be less than the offering price of shares allocated to the existing shareholder proportionate to their shareholdings at Baht 0.10 per share. In this regard, in case the Best Price per Market Condition is less than the par value of the Company's share, the Company may issue and offered shares with the PP Offering Price being less than the par value of the Company's share but not less than Baht 0.10 per share if, at the date which PP Offering Price is prescribed by the Board of Directors and/or the authorized directors as designated by the Board of Directors, the Company has an accumulated loss as appeared in the latest separate financial statements which was reviewed by the auditor. The Company is required to complete the offering of the newly issued ordinary shares in the Private Placement within 12 months from the date on which the meeting of shareholders resolves to approve such offering.

In addition, shareholding percentage of each investor in the Company following the issuance and offering of newly issued ordinary shares in any case must not make any investor hold the shares of the Company by which will be required to make a tender offer for securities according to the Notification of the Capital Market Supervisory Board TorJor. 12/2554 re: Rules, Conditions and Procedures for Acquisition of Securities for Business Takeovers or violates the restrictions on foreign shareholding as specified in the Company's Articles of Association.

The Board of Directors' meeting proposed to the Extraordinary General Meeting of Shareholders to consider approving the Board of Directors and/or the authorized directors as designated by the Board of Directors to have the authority to consider and perform any act relating to, necessary for and/or in connection with the allocation of the newly issued ordinary shares of the Company, including but not limited to:

1. determining any conditions and details in relation to the Private Placement, including, but not limited to:
2. 1. the number of newly issued ordinary shares to be allocated and the method of allocation of shares under the Private Placement;

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