PTT Global Chemical : Notification of resolution of the Board of Directors of PTTGC International (Netherlands) B.V. in relation to the investment in High Value Business (HVB) (Revised in TH Version)

(Translation)

Ref. No. 01 - 137/2021

July 12, 2021

Subject	Notification of resolution of theBoard of Directors of PTTGC International (Netherlands)B.V.
	in relation to the investment in High Value Business (HVB)
Attention	President of the Stock Exchange of Thailand
Enclosure	Information Memorandum on Asset Acquisition Concerning the Acquisition of Shares of
	Allnex Holding GmbH

On July 1, 2021, the Board of Directors of PTTGC International (Netherlands) B.V. ("GC Inter B.V."), the wholly own subsidiary of PTT Global Chemical Public Company Limited (the "Company") has approved the following acquisitions:

1. Transaction 1: a) the ordinary shares in Allnex Holding GmbH ("Target Group") from Allnex Holdings S.à.r.l equivalent to 100 percent of the total shares of the Target Group at EURO 3,575.9 million or equivalent to approximately Baht 132,608 million and b) the existing Seller Shareholder Loan provided by Allnex S.à.r.l to the Target Group of EURO 426.3 million or equivalent to approximately Baht 15,809 million; and
2. Transaction 2: the preferred shares in Allnex Holding Germany II GmbH ("Holding II") which is part of the Target Group from WP INVEST GMBH ("WP Invest") equivalent to 6 percent of the total shares of Holding II at EURO 1,744 or equivalent to approximate Baht 64,673 whereby Allnex Holdings S.à.r.l and Allnex S.à.r.l (the "Sellers") procure the transfer of shares from WP Invest to GC Inter B.V.

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The Sellers are funds advised by Advent International. Both Transaction 1 and Transaction 2 collectively referred to as "the Transactions".

The Transactions shall be executed under the same Shares Purchase Agreement which has been signed on July 10, 2021. The total consideration of the Transactions is EURO 4,002.2 million or equivalent to approximately Baht 148,417 million (at Baht 37.0836 per EURO1). The final price may be adjusted depending on the actual period from the signing of the Shares Purchase Agreement and the Closing Date which is anticipated to be at the end of December 2021.

The Transactions are considered as acquisitions of assets transaction pursuant to the Notification of the Capital Market Supervisory Board No. Tor. Jor. 20/2551 re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets dated August 31, 2008 (as amended), and the Notification of the Board of Governors of the Stock Exchange of Thailand re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposition of Assets, B.E. 2547 dated October 29, 2004 (as amended) (the "Acquisition or Disposition Notifications") having the size of 26.85 percent (based on the Total value of paid consideration criteria and calculating from the consolidated financial statements of the Company and the relevant companies ended March 31, 2021 reviewed by a certified auditor). When calculating the transaction size by including the asset acquisition transaction of the Company taking place during the previous 6 months prior to the day a decision to enter into the Transactions is made, the size of the Transactions (based on the Total value of paid consideration) is 28.21 percent, the size of the transaction is equal to or higher than 15 percent but less than 50 percent pursuant to the Acquisition or Disposition Notifications. As a result of the calculation, the Transactions is classified as a Class 2 transaction, and the Company is required to comply with the Acquisition or Disposition Notifications. Therefore, the Company must disclose information pertaining to the Transactions to the Stock Exchange of Thailand ("SET") and send an information memorandum regarding the Transactions to its shareholders within 21 days from the date of disclosure of information to the SET. It is noted that the Transactions are not connected transactions.

• Exchange rate is obtained from Bank of Thailand's exchange rate as of March 31, 2021.

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Please be informed accordingly.

Yours sincerely,

- Kongkrapan Intarajang -

(Mr. Kongkrapan Intarajang)

Chief Executive Officer

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Information Memorandum on Asset Acquisition

Concerning the Acquisition of Shares of Allnex Holding GmbH

On July 1, 2021, the Board of Directors of PTTGC International (Netherlands) B.V. ("GC Inter B.V."), the wholly own subsidiary of PTT Global Chemical Public Company Limited (the "Company") has approved the following acquisitions:

1. Transaction 1: a) the ordinary shares in Allnex Holding GmbH ("Target Group") from Allnex Holdings S.à.r.l equivalent to 100 percent of the total shares of the Target Group at EURO 3,575.9 million or equivalent to approximately Baht 132,608 million and b) the existing Seller Shareholder Loan provided by Allnex S.à.r.l to the Target Group of EURO 426.3 million or equivalent to approximately Baht 15,809 million; and
2. Transaction 2: the preferred shares in Allnex Holding Germany II GmbH ("Holding II") which is part of the Target Group from WP INVEST GMBH ("WP Invest") equivalent to 6 percent of the total shares of Holding II at EURO 1,744 or equivalent to approximate Baht 64,673 whereby Allnex Holdings S.à.r.l and Allnex S.à.r.l (the "Sellers") procure the transfer of shares from WP Invest to GC Inter B.V.

The Sellers are funds advised by Advent International. Both Transaction 1 and Transaction 2 collectively referred to as "the Transactions".

The Transactions shall be executed under the same Shares Purchase Agreement which has been signed on July 10, 2021. The total consideration of the Transactions is EURO 4,002.2 million or equivalent to approximately Baht 148,417 million (at Baht 37.0836 per EURO1). The final price may be adjusted depending on the actual period from the signing of the Shares Purchase Agreement and the Closing Date which is anticipated to be at the end of December 2021.

The Transactions are considered as acquisitions of assets transaction pursuant to the Notification of the Capital Market Supervisory Board No. Tor. Jor. 20/2551 re: Rules on Entering into Material Transactions

• Exchange rate is obtained from Bank of Thailand's exchange rate as of March 31, 2021.

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Deemed as Acquisition or Disposal of Assets dated August 31, 2008 (as amended), and the Notification of the Board of Governors of the Stock Exchange of Thailand re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposition of Assets, B.E. 2547 dated October 29, 2004 (as amended) (the "Acquisition or Disposition Notifications") having the size of 26.85 percent (based on the Total value of paid consideration criteria and calculating from the consolidated financial statements of the Company and the relevant companies ended March 31, 2021 reviewed by a certified auditor). When calculating the transaction size by including the asset acquisition transaction of the Company taking place during the previous 6 months prior to the day a decision to enter into the Transactions is made, the size of the Transactions (based on the Total value of paid consideration) is 28.21 percent, the size of the transaction is equal to or higher than 15 percent but less than 50 percent pursuant to the Acquisition or Disposition Notifications. As a result of the calculation, the Transactions is classified as a Class 2 transaction, and the Company is required to comply with the Acquisition or Disposition Notifications.

1. Date, month and year of the transaction
   The consummation of the Transactions will occur when all conditions precedent as specified in the Shares Purchase Agreement, including obtaining the approval from the relevant regulators, have been fulfilled. It is anticipated that the Transactions shall be consummated by December 2021.
2. Relevant parties and relationship with the listed Company
   Purchase Group: GC Inter B.V. ("Purchaser") and the Company ("Co-Obligor")

Seller Group: Allnex S.à.r.l and Allnex Holdings S.à.r.l ("Sellers"), which are funds advised by Advent International

Relationship with the Company: There is no relationship between the Purchaser Group and the Seller Group.

It should be noted that the Company shall enter into the Share Purchase Agreement together with GC Inter B.V. as the Co-Obligor to fulfilling Purchaser Group's obligations set forth in the Share Purchase Agreement provided, however that, the Transactions will be consummated by GC Inter B.V.

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