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Notification of the Entitlement and Subscription Documents for Newly Issued Ordinary Shares

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Notification of the Entitlement and Subscription Documents for Newly Issued Ordinary Shares Of TRC Construction Public Company Limited On 15 July and 17 – 22 July 2019 (5 Business Days) TRC-IR 034/2019 2 July 2019 Subject Notification of Entitlement to Subscribe to Newly Issued Ordinary Shares of TRC Construction Public Company Limited To Shareholders of TRC Construction Public Company Limited Enclosure 1. Information Memorandum of the Allocation of Newly Issued Ordinary Shares 2. Subscription Form for New Ordinary Shares 3. Subscription Certification issued by Thailand Securities Depository Co., Ltd. 4. Power of Attorney Form 5. Inqury for the Subscriber that Deposit their Securities Certificates in the Issuer Account Only and Entity Status Certification and Information Disclosure Consent Form under FATCA 6. Bill Payment of TBANK 7. Map of the Temporary Location for Subscription of New Ordinary Shares Referring to the Extraordinary General Meeting of Shareholder No. 1/2019 of TRC Construction Public Company Limited (“the Company”) which was held on 21 June 2019 has passed a resolution to increase registered capital of the Company with the allotment of new ordinary share not exceeding 3,423,981,013 shares at par value of Baht 0.125 to Company’s existing shareholders proportionately to their shareholding (Right Offering) at the subscription ratio of 9 existing shares to 5 new ordinary shares (with any fraction of share thereof to be discarded). The offering price is Baht 0.125 per share. The Company has fixed the date on when the recorded shareholders are entitled to subscribe to the newly issued ordinary shares in proportion of their shareholding (Record Date) on 1 July 2019 and indicated the shares subscription period during 15 July and 17 – 22 July 2019 (5 Business Days). In this regard, shareholders shall have the rights to subscribe to the newly issued ordinary shares in excess of their entitlement pursuant to the specified ratio above (Oversubscription) The oversubscribed shares shall be allotted to existing shareholders who subscribe for shares in excess of their entitlement only when there are remaining newly issued ordinary shares from the allotment to all existing shareholders who have subscribed for shares proportionately to their entitlement. The details of share issuance, allotment method, venue for subscription, subscription and payment procedure, refund of subscription payment, delivery methods of securities and the Company’s information are indicated in the Information Memorandum on the Allocation of Newly Issued Ordinary Shares of TRC Construction Public Company Limited (Enclosure No. 1). In any event, the allotment of shares in excess of the entitlement shall not cause any existing shareholder who subscribes for shares in excess of his/her entitlement to hold shares in the Company in an amount that reaches or 1 crosses the Tender Offer threshold prescribed under the Notification of the Capital Market Supervisory Board No. Tor Chor. 12/2011 Re: Criteria, Conditions, and Methods of Takeover, or in a manner which would result in a breach in the foreign shareholding limit of 49 percent of the total issued shares of the Company as prescribed in the Company’s Articles of Association (as amended), which currently allows foreigners to hold shares of the Company for not exceeding 49 percent of the total issued shares of the Company. The Company, therefore, would like to notify the shareholdings of your entitlement to subscribe to the newly issued ordinary shares of the Company in the number as specified in the Certificate of Subscription Entitlement for Newly Issued Ordinary Shares issued by Thailand Securities Depository Company Limited (Enclosure No. 3) The details of the allotment is shown in the Information Memorandum on the Allocation of Newly Issued Ordinary Shares of TRC Construction Public Company Limited (Enclosure No. 1). Please be informed accordingly, Yours sincerely, (Mr. Pasit Leesakul) Director and Chief Executive Officer 2 TRC Construction Public Company Limited Enclosure No. 1 Notification of the Allocation of Newly Issued Ordinary Shares Of TRC Construction Public Company Limited TRC Construction Public Company Limited Part 1: Information on the Allocation of Newly Issued Ordinary Shares 1. Name and address of the Company Name of Company: TRC Construction Public Company Limited Type of Business: Engages in Pipeline System Construction, Engineering System Installation and Factory Construction in Energy and Petrochemical Businesses and Project Development and Investment Business Head Office Address: No. 8, Soi Sukhaphiban 5 Soi 32, Tha Raeng, Bang Khen District, Bangkok 10220, Thailand Telephone: +66 2022 7777 Fax: +66 2022 7788 Website: http://www.trc-con.com 2. Board of Directors' Meeting and Shareholder's Meeting at which a resolution for the allocation of newly issued ordinary shares is passed Meeting of the Board of Directors No.6/2019 : 14 May 2019 Extraordinary General Meeting of Shareholders No.1/2019 : 21 June 2019 3. Details of the allocation of the new ordinary shares The Board of Directors’ Meeting No.6/2019 held on 14 May 2019 and the Extraordinary General Meeting of Shareholders No.1/2019 held on 21 June 2019 approved the capital reduction, the capital increase and the allocation of ordinary shares as detailed below: Capital Decrease Capital decrease from the existing registered capital of Baht 770,397,245.00 to Baht 770,395,728.12 by canceling 12,135 unsubscribed shares Type of New Shares New Ordinary Shares Paid-up Capital before the Capital Baht 770,395,728.12, consisting of 6,163,165,825 Increase ordinary shares at par value of Baht 0.125 per share Increase Capital (In case total new Baht 427,997,626.63, consisting of 3,423,981,013 shares are fully subscribed) ordinary shares at par value of Baht 0.125 per share Paid-up Capital after the Capital Baht 1,198,393,354.75, consisting of 9,587,146,838 Increase with Specific Objectives of ordinary shares at par value of Baht 0.125 per share Issuance (In case total new shares are fully subscribed) Page 2 TRC Construction Public Company Limited Allocation Method New ordinary shares shall be allocated to existing shareholders proportionately to their shareholding. The list of shareholders entitled to subscribe to the newly issued ordinary shares (Record Date) was determined on 1 July 2019. (Any fraction shall be disregarded.) Number of Allotted Ordinary Shares 3,423,981,013 shares at par value of Baht 0.125 per share Subscription Ratio 9 existing shares to 5 newly issued ordinary shares Offering Price per share Baht 0.125 Subscription Period 15 July and 17 – 22 July 2019 (5 Business Days) 4. Allocation of newly issued ordinary shares 4.1 In case those shareholders subscribe to the newly issued ordinary shares in according with their entitlement or less than their entitlement, the newly issued ordinary shares shall be allotted to such shareholders in full. 4.2 The shareholders may oversubscribe for shares in excess of their existing shareholding (Excess Rights). The Oversubscription shares will be allotted to such oversubscribing shareholders who have paid the subscription amount in full, and only after newly issued ordinary shares are allocated proportionately to all shareholders who subscribe in the first round. Criteria for allotment of Oversubscription shares are as follows: In case where unsubscribed shares exceed the number of shares oversubscribed for: The Company will allot shares to all shareholders who have expressed their intention to subscribe for shares in excess of their rights and who have paid subscription price for such shares. In case where unsubscribed shares are less than the number of shares oversubscribed for: If the number of the Unsubscribed Shares is less than the number of the shares subscribed by the shareholders through excess rights, the Unsubscribed Shares will be re-allotted in proportion to the shareholding of each of shareholders who subscribed the Unsubscribed Shares in excess of their entitlement. Such re-allotment will be carried out until no new shares remaining unsubscribed. If there are newly issued ordinary shares remaining unallotted after the subscription through right offering and excess rights, such unallotted shares are subject to the capital reduction by cancelling such unallotted shares. Page 3 TRC Construction Public Company Limited In any cases, the allotment of new shares by way of excess rights shall not cause any of the Company’s shareholders who subscribe the new shares in excess of their entitlement to trigger the mandatory tender offer requirements (Tender Offer) as provided in the Notification of the Capital Market Supervisory Board No. TorJor. 12/2011 Regarding Criteria, Terms and Procedures in Acquiring Securities for Business Takeover or to violate the restriction of foreign shareholding as provided in the Company’s Articles of Association, which specify that foreign shareholders may not hold shares in the Company in excess of 49 percent of the total issued shares. In any cases, the allotment of newly issued shares by way of Excess Rights shall not cause any of the Company’s shareholders who subscribe to the new shares in excess of their entitlement to violate the restriction of foreign shareholding as provided in the Company’s Articles of Association, which specifies that foreign shareholders may hold shares in the Company in excess of 49 percent of the total issued shares. And the Company reserves the right to not allot to subscribers in case of the allotment will violate the laws and regulations of issuance and allotment of securities under Thai laws. 5. Date of determination of list of shareholders entitled to subscribe to newly issued ordinary shares (Record Date) The Meeting of the Board of Directors of TRC Construction Public Company Limited No.6/2019 on 14 May 2019 and the Extraordinary General Meeting of Shareholders No.1/2019 on 21 June 2019 approved that the determination of the list of shareholders entitled to subscribe to newly issued ordinary shares (Record Date) shall be made on 1 July 2019.
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