Tender Offer

Subject                                  : Tender offer
Listed company subject to tender offer   : M VISION PUBLIC COMPANY LIMITED (MVP)
Offeror                                  :
Com7 Holding Company Limited
Offer price
Common shares (baht per share)           : 0.30
Tender offer                             : Not for delisting
Tender Offer Agent                       : There has not yet been an appointment
 of a tender offer agent.
Remark                                   : Following the resolution of the Board
of Directors approving in principle, for the subsidiary to subscribe for the
newly issued shares of MVP, COM7H will enter into a share subscription
agreement, and the subscription of the newly issued shares will take place upon
fulfillment of the following conditions: (1) The shareholders' meeting of MVP
resolves to approve the matters relating to the capital increase and the
issuance and offering of the newly issued ordinary share to the private
placement, (2) COM7H is satisfied with the results of the legal, tax, and
accounting due diligence on MVP, and no issues have been identified that may
have a material adverse effect on MVP, and it is expected to be completed prior
to the date of the MVP's shareholders' meeting to consider and approve the
relevant agenda items, (3) there is no change in any law, rule, regulation,
order, or decision issued by any government agency, court, arbitrator, or
competent authority that would affect or may affect the subscription of newly
issued shares in MVP, or that would have a material adverse effect on MVP's
business operations., and (4) All conditions in the share subscription agreement
 have been completed or waived by the relevant contracting parties.

However, an existing shareholder of MVP, Mr. Sura Khanittaweekul, who holds 
23,608,100 shares in MVP, has expressed his intention not to sell his shares in
the MTO Transaction, and another investor participating in the issuance and
offering of newly issued ordinary shares of MVP has informed MVP that it does
not wish to sell the shares it received under the PP Subscription in the MTO
Transaction. Therefore, the number of shares that COM7H may additionally acquire
through this MTO Transaction shall not exceed 313,651,183 shares, representing
27.58% of the total issued shares of MVP after the capital increase. When
combining the shares that COM7H will receive from the PP Subscription and the
MTO Transaction, COM7H may hold a maximum of 893,651,183 shares in MVP,
representing 78.58% of the total issued shares of MVP after the capital
increase.

The Company expects that COM7H will commence the MTO transaction within the 
first quarter of 2026. The tender offer price must not be lower than the highest
price at which the offeror and concert party with the offeror, and any person
under Section 258 of such persons, have acquired the MVP's shares during the 90
day period prior to the submission date of the tender offer to the SEC. (the
tender offer price in the MTO Transaction must not be lower than the
subscription price of the shares in this PP transaction).
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