Notification of rights and details of subscription of newly issued ordinary shares of Utility Business Alliance Public Company Limited (“UBA”)

Notification of rights and details of subscription of additional ordinary shares of Utility Business Alliance Public Company Limited (“ UBA”) which is offered for sale to shareholders of SiamEast Solutions Public Company Limited (“SE” or the “Company”) only to groups that have rights. received allocation of shares According to the proportion of shareholding in the company (Pre-emptive Rights) as part of the offering of additional shares. offered to the general public for the first time (IPO) of UBA

According to the company has disclosed information regarding the plan to offer new common shares to the public for the first time (IPO) and the listing of UBA’s shares on the Stock Exchange of Thailand. The request for permission to offer securities for sale has been disclosed. The initial public offering of newly issued shares (IPO) of UBA has been approved by the Office of the Securities and Exchange Commission (“SEC”). on October 20, 2022 and the securities offering registration form and prospectus of UBA which is expected to be effective on November 22, 2022
The 2022 Annual General Meeting of Shareholders of UBA has resolved to approve the allocation of additional common shares of UBA for resale Initial public offering (IPO) of UBA, not exceeding 170,00,000 shares, with a par value of 0.50 baht per share, which is equivalent to 28.33 percent of UBA’s paid-up capital after the capital increase. The proportions can be divided as follows.

1) Approve the allocation of UBA’s newly issued common shares to the general public in the amount of 144,500,000 shares with a par value of 0.50 baht per share, which is equivalent to 85.00 percent of the number of IPO shares, divided by the allocation of the issued common shares. New shares in this section will be given to benefactors, directors, executives, and employees of UBA, not exceeding 21.00 percent of the number of IPO shares.

2) Approve the allocation of newly issued common shares of UBA to groups with rights to subscribe for shares in proportion to their shareholding in UBA (Pre-emptive Rights), an amount not exceeding 25,500,000 shares, par value per share. 0.50 baht, which is equivalent to not exceeding 15.00 percent of the number of IPO shares. The remaining newly issued common shares from such allocation can be combined and offered for sale to the general public.

In this regard, the allocation of shares as mentioned in item 2) will be allocated to SE in proportion to their shareholding in UBA, not exceeding 10,200,000 shares, to be offered to SE shareholders only for groups that have the right to receive allocation of shares in proportion. The Company’s shareholding (Pre-emptive Rights), which represents a proportion not exceeding 6.00 percent of the total number of newly issued ordinary shares of UBA offered for sale at this time
In this connection, the SE Board of Directors meeting no. No. 5/2022 on October 20, 2022, it was resolved to set November 3, 2022 as the date to determine the names of SE shareholders who are entitled to be allocated shares (Record Date). In this regard, the ratio of rights exercise of SE shareholders who are entitled to receive allocation of shares (Pre-emptive Ratio) can be referenced from the information. in the share subscription certificate (issued by Thailand Securities Depository Company Limited) (details appear in Attachment 1)
UBA’s newly issued ordinary shares are not registered and will not be registered. Under the securities law United States Act of 1933 (including any amendments) or the laws of any state in the United States. (“U.S. securities laws”) or the laws of any other country. and has not been registered and will not be registered under the securities regulatory agencies of any other country. (Outside Thailand) therefore cannot be offered for sale, sold, pledged or transferred in any other way in other countries. unless according to the exception or is a transaction that does not trigger a registration obligation under the securities laws of the United States or other countries. and there will be no offer for sale, solicitation or sale of additional common shares of UBA in any country where such action is permitted. It is considered an illegal action. and to avoid consideration that the offering of UBA’s additional common shares may be considered an action that violates the securities laws of other countries. or causing UBA to have duties under foreign laws and have a duty to take any action In addition to having to comply with laws or regulations related to the issuance and offering of securities under the laws of Thailand, UBA reserves the right to offer for sale and allocate additional common shares. to shareholders of SE whose names appear in the shareholder register of SE as of November 3, 2022, which is the record date for determining the names of shareholders of SE who are entitled to be allocated shares (Record Date ) and has residence in Thailand according to the information Thailand according to the information appearing in the shareholder register of SE on the date of determining the names of SE shareholders, only the group with the right to be allocated shares (“SE shareholders, only the group with the right to be allocated shares”). ) where UBA will not offer for sale or Allocating additional common shares to SE shareholders whose names appear in the SE shareholder register as of November 3, 2022, which is the date to determine the names of SE shareholders who are entitled to be allocated shares. (Record Date) who reside outside Thailand. In this regard, UBA has the right to use its discretion not to offer for sale or allocate such additional common shares to any person. or any subscriber If the said offering or allocation of additional common shares causes or may result in
1) being an action that violates any law, rules or regulations of Thailand or abroad. and/or regulations of UBA or
2)UBA Have a duty or duty to perform or take any action In addition to those required to comply with laws or regulations related to the issuance and offering of securities under Thai law. or
3) does not comply with the criteria, methods or conditions specified in the offering or allocation of additional common shares.
In this regard, UBA will not offer for sale or allocate additional common shares to persons who There is an address for sending documents outside of Thailand according to the information specified in the Company’s shareholder register on the date of determining the list of shareholders (Record Date) of the Company mentioned above. However, UBA may consider changing the method. Offering for sale or allocation of such shares as appropriate It must comply with relevant laws.

The first offering and allocation of new common shares to the public (IPO) of UBA, including the offering and allocation to shareholders of SE, only those with the right to receive shares are allocated. Conditions depend on Events or related factors that may cause the allocation of new common shares to the public for the first time (IPO) of UBA to change or not occur. by such related events or factors including events and/or capital market volatility factors and the events of the spread of the coronavirus 2019 (COVID-19), which may affect investment decisions. and may result in volatility in capital markets around the world. or may result in Negatively affecting the economy in various areas and the cancellation or change of the offering of new ordinary shares of UBA as disclosed in the securities offering registration form. and UBA’s prospectus. In the event that the allocation of newly issued ordinary shares to the public for the first time (IPO) of UBA changes or does not occur, it will affect the date for determining the list of shareholders (Record Date) ) who have the right to subscribe for new ordinary shares of UBA for sale to the Company’s shareholders, only those who have the right to receive allocation of shares in proportion to their shareholding in the Company (Pre-emptive Rights) will be changed. or cancel

SE will announce the final offering price (Final Price) of UBA’s newly issued ordinary shares that will be offered for sale to SE shareholders, only those who have the right to receive further allocation of shares. Through SE news announcements on the website of the Stock Exchange of Thailand (www.set.or.th ) and/or SE’s website (www.siameastsolutions.com)

By specifying the subscription period for UBA’s newly issued ordinary shares that will be offered for sale to shareholders of SE, only those with the right to receive allocation of shares. Between 23 November 2022 and 25 November 2022 (total 3 business days) with details of reservation. Conditions for the subscription and allocation of UBA’s newly issued ordinary shares, including various restrictions. As specified in section 4 of the securities offering registration form. and prospectus of UBA
We hereby inform you of your rights to subscribe for new ordinary shares of UBA, which have the amount as specified in “Certificate of share subscription” (issued by Securities Depository Company (Thailand) Co., Ltd.) (details appear in Attachment 1) In this regard, only SE shareholders have the right to be allocated shares. May express intention to purchase additional ordinary shares of UBA according to the rights allocated. or exceeding the rights allocated or less than the allocated rights Or you can waive your right not to subscribe to UBA’s newly issued ordinary shares this time. By SE’s shareholders, only groups have the right to receive allocation of shares. You can study more details. Regarding the offering of UBA’s newly issued ordinary shares from the securities offering registration form. and UBA’s prospectus, which has been filed with the SEC at www.sec.or.th And if you have any questions about the method of paying the subscription fee. Please contact Globlex Securities Company Limited as per the details below.