PTT Global Chemical PCL : Purchase and Sale of the Shares, Acceptance of Transfer of Rights and Obligation under the Shareholders Agreements and Loan Agreements, and the Transfer of the Projects' Study Results

PTT Global Chemical Public Company Limited

Registration No. 0107554000267

No: Q 1- 0 11.6

Head Office : 555 / 1 Energy Complex, Building A, 14th·18th Floor, Vibhavadi Rangsit Road, Chatuchak, Chatuchak, Bangkok 10900 Thailand. Tel: [phone]·8400 Fax: [phone]·8500

14 February 2017

Rayong Office : 59, Ratniyom Road, Noenphra, Mueang Rayong, Rayong 21150 Thailand.

Tel: [phone]·4000 Fax: [phone]

Subject: Purchase and Sale of the Shares, Acceptance of Transfer of Rights and Obligation under the Shareholders Agreements and Loan Agreements, and the Transfer of the Projects ' Study Results

Attention:

President of the Stock Exchange of Thailand

Enclosure : Information Memorandum on the Connected Transactions

PTT Global Chemical Public Company Limited (the "Company") would like to inform you that the Meeting of the Board of Directors of the Company No. 2/2017, held on 14 February 2017 has approved the entering into the shares and assets purchase transactions of the companies operating the propylene and biochemical lines of the petrochemical business and related services business between the Company and PTT Public Company Limited ("PTT"), whereby such transactions will make the business operation of the Company be more flexible and lessen the operation processes resulting in the Company and the relevant companies can be able to jointly utilize the resource more effectively, and support the Company to possess more types of downstream businesses, in order to strengthen the business operations of the Company as the flagship in petrochemical business, as well as develops the business into the value added of downstream products.

The conclusion of shares and assets purchase transactions will shorten the penetration time into new businesses and reduce investment risks, since it is the acquisition of shares of companies currently operating businesses, and also provide the opportunity to the collaboration with the partners in such companies, thus it will enhance prospect to develops business into the business with high values products, according to the target in entering into the automotive, electric appliances, and electronic industries, and construction material industry, as well as industrial development pursuant to the S Curve policy of Thai government.

In this regard, the Board of Directors approved the Company to proceed to the purcha se of the shares, the acceptance of the transfer of rights and obligations under the shareholders agreements and loan agreements, and the acceptance of the transfer of study results in the company

operating the propylene and biochemical lines of the petrochemical business and related services business for the amount of 26,300 million Bahl, in which such amount may be decreased or increased depending on certain factors but a total amount will not be more than 26,800 million Baht, having the details as follows.

1. The Company will purchase the shares of the following companies ("Target Companies") from PTT ("Share Purchase") for the amount of 17,100 million Baht, which is the amount of the consideration as specified in the share purchase agreements of each Target Company. However, such amount may be decreased, if, prior to the share transfer date, there is an incident resulting in the adjustment of purchase and sale price of shares of the Target Companies, or only shares in any of the Target Companies have been purchased and sold.

   Company's name	Typ!'f Q11antity of share's (shares)	Percentage	Purchase' and sale price (millio11 Baht)	Proportion of ,, ·. shareholding (after the purchase) (percent)
   HMC Polymers	No more than	41.44	14,631	41.44
   Company	15,707,058
   Limited	consisting of
   ("HMC")	ordinary shares:
   	4,494,849
   	preference shares:
   	11,212,209
   PTT Asahi Chemical Company Limited ("PTTAC") PTT MCC Biochem Company Limited	ordinary shares:	50	996	50
   	69,094,070
   	ordinary shares:	50	160	50
   	93,000,000

   Company's name Type/Quantity of shares Percentage Purchase and sale price ("PTTMCC")

   PTT Polymer Marketing Company Limited

   ("PTTPM")

   ordinary shares:

   200,000

   50

   326

   100

   PTT Polymer

   Logistics Company Limited

   ("PTTPL")

   ordinary shares:

   6,000,000

   50

   914

   100

   PTT Maintenance

   & Engineering Company Limited

   ("PTTME")

   ordinary shares:

   800,000

   40

   73

   100

   (shares) (million Baht) Proportion of shareholding (after the P"crchase)

   . (percent)

   For HMC, PTTAC, and PTTMCC, in addition to the purchase of shares, the Company, as a new shareholder of such Target Companies, will accept the transfer of the relevant rights and obligation of PTT under the following agreements from PTT ("Acceptance of the Transfer of Rights and Obligations under the Shareholders Agreements and Loan Agreements").

2. Shareholders agreements, namely: (!) shareholders agreement in HMC between PTT and other shareholders dated I June 2006; (2) shareholders agreement in PTTAC between PTT and Asahi Kasei Chemicals Corporation and Marubeni Corporation dated 24 March 2008 which was amended by shareholders

   agreement between PTT and Asahi Kasei Corporation dated 11 November 2016; and (3) shareholders agreement in PTTMCC between PTT and Mitsubishi Chemical Corporation dated 11 February 2011 ("Shareholders Agreements").

3. Shareholders loan agreements, namely: (1) shareholders loan agreement between PTT and Asahi Kasei Corporation (as creditor) and PTTAC (as debtor) that will be amended the existing agreement in May 2017 ("PTTAC Loan Agreement"); and (2) financial support agreement between PTT (as supporter) PTTMCC (as debtor) and Bank of Ayudhya Public Company Limited (as creditor) dated 26 February 2015, and credit facility agreement between PTT (as creditor) and PTTMCC (as debtor) dated 3 September 2016 ("PTTMCC Loan Agreement"), including documentation prepared under such agreement, (PTTAC Loan Agreement, PTTMCC Loan Agreement, and other documentation shall be collectively referred to as "Loan Agreements"), whereby the Acceptance of the Transfer of Rights and Obligations under the Loan Agreements is considered a part of sale and purchase of shares and the value is 9, 189 million Baht, which is the amount of the consideration as specified in the novation agreement, calculating from principal amount and accrued interest until 31 December 2016. However, such amount shall be decreased or increased pursuant to the actual accrued interest under PTTAC Loan Agreement from I January 2017 to the acceptance date of rights and obligations under such Loan Agreement (which is the same date as the share transfer date) or if there is a drawdown under PTTMCC Loan Agreement prior to share transfer date, or if only rights and obligations under some agreements are transferred. Primarily, the Company anticipates that the amount of the acceptance of the transfer of rights and obligations under the relevant Loan Agreements will not be more than 9,689 million Baht when calculated from foreseeable accrued interest under PTTAC Loan Agreement, as well as principal and foreseeable interest under PTTMCC Loan Agreement until the end of 6-month period from the date on which the parties agreed to be the last date ("Long Stop Date") that the Share Purchase the, the Acceptance of the Transfer of Rights and Obligations under the Shareholders Agreements and Loan Agreements, and the Acceptance of the Transfer of the Projects' Study Results will be completed or occured at the same time. This Long Stop Date is the end of 6-month period from the date on which the shareholders meeting of the Company approve the entering into the transaction.

4. The acceptance of transfer of the study results of Project PMMA which relates to poly methyl methacrylate (PMMA) plastic pellets production plant developed by PTT PMMA Company Limited ("PTTPMMA") in Asia Industrial Estate, Rayong province, for the production of PMMA plastic pellets with capacity of 40,000 kiloton per annum, by using production technology of Asahi Kasei Corporation Limited, Japan, from PTTPMMA, whereby the acceptance of transfer of the study results will only cover the study results involving the projects as specified in the asset purchase agreement of PMMA Project, and will exclude: (a) the tangible assets; (b) the employees; and (c) the insurance as well as the risk management, which will continue to belong to PTTPMMA (the "Acceptance of the Transfer of the Projects' Study Results"), and have a value of