Sakol Energy Public : Information Memorandum

(-Translation-)

- Information Memorandum -

Description, Conditions, Key Features of the Warrants to Purchase the Ordinary Shares of

Sakol Energy Public Company Limited No. 1 (SKE-W1)

Number of the Warrants	223,181,853 Units
Underlying Shares	223,181,853 shares with the par value of THB 0.50 per share
Allocation of the Warrants	Sakol Energy Public Company Limited (the "Company") issue and
	allocate the Warrants to Purchase the Ordinary Shares of Sakol Energy
	Public Company Limited No.1 (SKE-W1) (the "Warrants") to the existing
	shareholders of the Company on a pro rata basis to their respective
	shareholdings (Rights Offering), at no cost, at the allocation ratio of 5.00
	existing shares to 1 unit of the Warrants. In this regard, the Company will
	issue and allocate the SKE-W1 Warrants to the shareholders of the
	Company whose names appear on the date determined for determining the
	names of shareholders who entitled to be allocated with the SKE-W1
	Warrants on March 28, 2022. (Record Date)
	In this regard, in the case that there is any fraction of shares or the Warrants
	derived from the calculation (if any) such fractions shall be disregarded.
Major warrant holders	As June 1, 2022

Numbers	Name	Number of	% of Warrants listing
Warrants	at this time

1Sumethchotimetha Group

1.1	Chutchai Sumethchotimetha	70,587,551	31.63
1.2	Aree Sumethchotimetha	49,621,645	22.23
2	Sasithorn Prasertrungruang	2,200,000	0.99
3	Cherdchai Thanthongwong	2,030,000	0.91
4	Napapach Wimonwarcharakorn	1,788,166	0.80
5	Thai NVDR Company Limited	1,092,606	0.49
6	Panupan Thanasetsakul	986,000	0.44
7	Phusit Wittayawanichchai	974,400	0.44
8	Kraisorn Suwan	860,000	0.39
9	Nattavuth Mapaisansin	840,000	0.38
10	Others	92,201,485	41.31
	Total	223,181,853	100.00

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Exercise Right of Warrants1. Exercise Date

Adjustment of the Exercise Price and the Exercise Ratio

Holders of the Warrants can exercise their rights under the Warrants on the last Business Day of each quarter from the issuance of the Warrants to the maturity of the Warrants. The first exercise date shall be the last Business Day of the quarter that the Warrants are issued which is June, 30 2022 and the last exercise date shall be on the date of the fourth anniversary of the Warrants.In case that any exercise date falls on the holiday of the Company, such date shall be moved to a Business Day prior to such exercise date.

The rights of exercise before the exercise date

There is no requirement demanding the Warrant Holders to exercise their rights prior to the exercise date.

2. Exercise of the Warrants

In exercising the rights to purchase the ordinary shares of the Company, the Warrant Holders may exercise their rights under the Warrants to purchase the ordinary shares either in whole or in part. For any outstanding Warrants that are not exercised before the last exercise date, the Company will deem that the Warrant Holders of such outstanding Warrants do not wish to exercise their rights thereunder, and such Warrants shall be deemed nullified without having been exercised. After the Warrant Holders express their intention to exercise their rights under the Warrants to purchase the shares, the Warrant Holders are not allowed to revoke their intention to exercise such right later.

3. Period for the Notification of the Intention to Exercise the Warrants

The Warrant Holders who wish to exercise the Warrants to purchase the ordinary shares of the Company shall notify their intention to exercise such right within the period of 5 Business Days prior to each of the exercise dates. However, for the last exercise date, Warrant holders must submit the intention to exercise their rights within a period of 15 days prior to the last exercise date. In the event that the exercise date falls on the holiday, the exercise date shall be moved to the last Business Day prior to the exercise date.

In this regard, the Company shall notify the information with respect to the exercise of the right, the exercise period, and the Notification Period, at least 5 Business Days prior to each Notification Period via the electronic system of the SET. As for the last exercise, the Company will send the registered mail to the Warrant Holders, whose names appear in the Warrant Register Book, at least 5 Business Days prior to the Last Notification Period. The Company will close the Warrant Register Book to suspend the transfer of Warrants 21 days prior to the last exercise date. In this regard, the SET will post SP sign (suspended) 2 Business Days in advance prior to the closing date of the Warrant Register Book. In the case that the first day of the closure of the Warrant Register Book falls on a holiday, it shall be moved to the Business Day before such date. In the event that the last exercise date falls on a holiday, it will be moved to the last Business Day before such last exercise date. The Warrants trading will be suspended from the first day on which the SET posts SP sign (suspended) until the last exercise date.

1. The Company will adjust the exercise price and/or the exercise ratio throughout the term of the Warrants, in order to maintain the benefits of the Warrant holders, upon the occurrence of any

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of the following events. The Company shall notify an adjustment of exercise price and ratio immediately or prior to the effective date of new exercise price and ratio as follows;

1. when the Company changes the par value of its shares, as a result of a consolidation or split of the Company's issued shares;

The exercise price and ratio shall be effective when the new par value is effective as disclosed vie the electronic disclosure system of the SET.

1. when the Company distributes dividend in full or in part in a form of shares to the Company's shareholders;

The adjustment in the exercise price and exercise ratio will be in effect immediately, starting from the first day on which the purchasers of the ordinary shares shall not be entitled to receive such stock dividend (the first day on which the SET posts XD sign).

1. when the Company offers newly issued shares to the existing shareholders and/or a general public and/or a private placement, at the price lower than 90% of the market price of the Company's ordinary shares;

The adjustment in the exercise price and exercise ratio will take effect immediately, starting from the first day on which the purchasers of the ordinary shares shall not be entitled to subscribe for newly issued ordinary shares (the first day on which the SET posts XR sign) in the case of the offering to the existing shareholders (Rights Offering) and/or the first day on which the newly issued shares are offered to a general public and/or a private placement, as the case may be.

1. when the Company offers convertible debentures or newly issued warrants where the determined price or the calculated price of the newly issued ordinary shares to accommodate those convertible debentures or newly issued warrants is less than 90% of the market price of the Company's ordinary shares;

The adjustment in the exercise price and exercise ratio will be in effect immediately, starting from the first day on which the purchasers of the ordinary shares shall not be entitled to subscribe for any newly issued securities having the rights to convert/change to the ordinary shares in the case of the offering to the existing shareholders (Rights Offering) and/or the first day on which the newly issued securities having the rights to convert/change to the ordinary shares are offered to a general public and/or a private placement, as the case may be:

1. when the Company distributes dividend in cash exceeding 80% of the net profit according to the consolidated financial statements of any relevant fiscal after corporate income tax and reserve fund in accordance with the procedures specified by law

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The percentage of the dividend payout to the shareholders is calculated from the dividend which includes either the interim dividend or final dividend actually paid from the operating results or accumulated profit (as the case may be) within each financial year, divided by the net profit after corporate income tax as shown in the financial statements of that financial year (which have been audited by the auditor of the Company) and reserve fund as specified by law.

The adjustment in the exercise price and exercise ratio will be in effect immediately, starting from the first day on which the purchasers of the ordinary shares shall not be entitled to receive such dividend (the first day on which the SET posts XD sign).

1. 1. when there is any other event of similar nature to the events in (a) to (e) rendering that any benefits entitled to the Warrant Holders upon the exercise of the Warrants will be prejudiced: The Company shall consider determining other conditions and details relevant to the adjustment or consider to adjust the exercise right and/or the exercise ratio at the fair rate, that will not cause the Warrant Holders or Warrant Substitute holders to receive less benefits than before. In this regard, any decision made by the Company shall be considered final, and the Company shall inform the SEC Office, the SET, and the Warrant Registrar regarding the details of the adjustment immediately or before the date of such circumstance that has led to the adjustment of rights.
2. The calculation of the adjustment of the exercise price and the exercise ratio pursuant to (a) to (f) shall be independent from one another and the calculation shall be made in respective order of change in comparison with the "market price of the Company's ordinary shares". In the event that any two events or
   more occur at the same time, the calculation must be made in the following orders: (a), (e), (b), (c), (d) and (f). In calculating the adjustment in sequential order set forth, the exercise price and the exercise ratio shall be maintained in the maximum 4 digits of decimal.
3. The calculation of the adjustment of the exercise price and the exercise ratio pursuant to (a) to (f) shall not be changed in a way that will cause the exercise price to increase and/or the exercise ratio to decrease, except for the case of combining shares. In the case that the number of ordinary shares derived from each exercise of Warrants or Warrant Substitutes (4 decimal digits of new exercise ratio after the adjustment) is calculated to be in fraction of share, the fraction will be disregarded, and in the case that in the calculation of the exercise price after the adjustment (4 decimal digits) multiplied by number of shares intended to exercise at that exercise period, indicated in the exercise notification, comes out in fraction of Baht, the fraction of Baht will be disregarded.

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1. In the case that the right adjustment results in the new exercise price lower than the par value of the Company's shares, the new exercise price shall be the par value of the Company's ordinary's shares unless otherwise stated by the law. For the
   new exercise ratio, the exercise ratio calculated under Clause
   (a) to (f) shall be used.
2. During the date on which the Warrant Holders or Warrant Substitute holders having notified the intention to exercise the Warrants and the date before the Ministry of Commerce accepting the registration of the paid-up capital increase in corresponding to the exercise of the Warrants or Warrant Substitutes, the status of the Warrants or Warrant Substitutes shall remain the same as that of the non-exercised Warrants or Warrant Substitutes and such status will be terminated on the date that the Ministry of Commerce accepts the registration of the paid-up capital increase in corresponding to the exercise of the Warrants or Warrant Substitutes. In the event that the Company adjusts the exercise price and/or the exercise ratio during the period that the Company has not yet registered the newly issued ordinary shares upon the exercise of the Warrants or Warrant Substitutes with the Ministry of Commerce, the Warrant Holders or Warrant Substitute holders who have already exercised the rights shall receive retroactive rights adjustment. The Company will, as soon as possible, issue additional newly issued ordinary shares to the Warrant Holders or Warrant Substitute holders in the number that such Warrant Holders or Warrant Substitute holders shall be entitled to receive where the adjusted exercise price is in effect. However, the Warrant Holders or Warrant Substitute holders may receive the additional ordinary shares later than those ordinary shares which were previously allotted but, in any cases, no later than 45 Business Days of the date of the rights adjustment.
3. The Company might adjust the exercise price together with the issuance of new Warrants to compensate for amendments of the exercise ratio. In case that the Company is obliged to issue additional Underlying Shares, it shall be deemed that the Company has been granted permission in offering such additional Underlying Shares upon submission to the SEC Office of the resolution of the shareholders' meeting approving
   the issuance of additional Underlying Shares sufficient for such adjustment of the exercise price before the adjustment.
4. Ordinary shares issued from the exercise of the Warrants or Warrant Substitutes shall carry the same rights and benefits in all respects as the existing issued and fully paid-up ordinary shares of the Company, once the Ministry of Commerce has accepted the registration of the increase of paid-up capital.
5. Adjustment in the exercise price or exercise ratio according to the conditions (a) to (f) shall be informed by the Company with the details regarding the method used in the calculation and the reasons of such adjustment to the SEC Office, and via the a system of the SET that disseminates information to the Warrant

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