Thai Oil Public : Disclosure of Invitation Notice to the Extraordinary General Meeting of Shareholders No.1/2020

		(Translation)
Ref. TBK 01/0532	September 21, 2020
Subject	:	Disclosure of Invitation Notice to the Extraordinary General Meeting of Shareholders
		No.1/2020
To	:	President of the Stock Exchange of Thailand
CC	:	Secretary-General of the Securities and Exchange Commission
Reference	:	The Company's letter, Ref. TBK 13/0471 Resolutions of the Board of Directors' Meeting
		regarding the Restructure of Shareholding in the Company's Power Business by way of
		Disposal of Shares Directly Held by the Company in Global Power Synergy Public

Company Limited to PTT Public Company Limited and Acceptance of the Entire Business Transfer of Thaioil Power Company Limited, which are Acquisition and Disposition of Assets Transactions and Connected Transaction, Appointment of Independent Financial Advisor, and Call for the Extraordinary General Meeting of Shareholders No. 1/2020.

According to the reference letter Thai Oil Public Company Limited ("the Company") has announced the schedule and venue of the Extraordinary General Meeting of Shareholders No.1/2020 to be held on Wednesday, October 28, 2020, 10.00 hrs. at Bangkok Convention Center, 5th Floor, Centara Plaza, Ladprao, located at No. 1695 Phaholyothin Road, Chatuchak Sub-District, Chatuchak District, Bangkok 10900 as well as the meeting agenda.

To provide shareholders with additional channel of information regarding the meeting, the Company has posted the invitation letter together with all meeting documents on the Company's website at www.thaioilgroup.com. Shareholders can download the information through the Company's Website or from the below QR Code since September 22, 2020 onwards.

Please be informed accordingly.

Yours truly,

Thai Oil Public Company Limited

-------------------

(Mr. Wirat Uanarumit)

Chief Executive Officer and President

Invitation to the Extraordinary General

Meeting of Shareholders No.1/2020

Corporate Secretary and Governance Section

Tel. [phone] ext. 43320, 43322, 43323, 43326 Fax.[phone]

Enclosure 1

Information Memorandum on Acquisition and Disposition of Assets Transactions and Connected Transaction

of

Thai Oil Public Company Limited

The Board of Directors' Meeting No. 8/2020 of Thai Oil Public Company Limited (the "Company"), which was held on August 20, 2020, has resolved to approve the restructuring of the Company's shareholding in power business (the "Restructuring Plan") and the execution of relevant contracts and agreements as well as the authorization to take any arrangements necessary for and in connection with the Restructuring Plan. The Restructuring Plan consists of Step 1 a disposal of all ordinary shares directly held by the Company in Global Power Synergy Public Company Limited ("GPSC") to PTT Public Company Limited ("PTT"); and Step 2 an acceptance of the entire business transfer from Thaioil Power Company Limited ("TP"), a subsidiary of the Company, which shall be proposed to the shareholders' meeting for further consideration and approval, with the details as follows:

1. Share Disposal Transaction

The board of directors' meeting of the Company has resolved to approve the disposal of all ordinary shares directly held by the Company in GPSC to PTT in the amount of 251,173,540 shares with a par value of Baht 10 each, representing approximately 8.9 percent of all issued shares of GPSC at the total price of approximately Baht 16,882 million1, whereby PTT shall pay for such shares of GPSC in cash and/or note and/or other means to be agreed by the parties (the "Share Disposal Transaction"). Apart from the consideration in a form of cash and/or note, the payment for GPSC shares will not be the payment of consideration in a form of any shares or other things that will be subject to appraisal.

Should GPSC declare its dividends and schedule the record date to determine the list of shareholders entitled to dividends before completion of the acquisition of shares in GPSC, the GPSC share price under the Share Disposal Transaction shall be reduced by the amount dividend payout to GPSC shares sold under this transaction, and the terms and conditions of the Share Disposal Transaction shall be as specified in the Share Purchase Agreement (the "SPA").

The Share Disposal Transaction is a connected transaction under the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected Transactions, 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 Connected Transactions B.E. 2546 (A.D. 2003) (as amended) (collectively, the "Notifications on Connected Transactions") since PTT, as the buyer, is the Company's major shareholder. The size of the transaction is equal to 17.0 percent of the net tangible assets (NTA) of the Company and its subsidiaries (based on the Company's consolidated financial statements reviewed by the certified auditor for the period ended June 30, 2020), and is thus regarded as a connected transaction under the Notifications on Connected Transactions having the aggregate transaction value exceeding Baht 20 million, and having the aggregate transaction size exceeding 3 percent of the net tangible assets (NTA) of the Company and its subsidiaries. Therefore, the Share Disposal Transaction is required to be approved by the shareholders' meeting before execution of such transaction.

1 Price before deduction of dividend paid after June 30, 2020 until before the date of share transfer

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Enclosure 1

In this regard, the Company and PTT or PTT's related persons have not entered into any connected transactions under the Notifications on Connected Transactions during the past six months.

2. Entire Business Transfer Transaction

The board of directors' meeting of the Company has resolved to approve the acceptance of the entire business transfer from TP, the Company's subsidiary in which the Company holds 74.0 percent of all shares of TP and PTT holds the remaining 26.0 percent of all shares of TP, at the total price of business transfer of approximately Baht 26,773 million (price before adjustment of TP's dividend payout after June 30, 2020 until before the date of the entire business transfer, and is subject to an adjustment according to the market price thereof as of the date of entire business transfer appraised by an independent appraiser2), whereby the Company will make payment in consideration of the entire business transfer in cash and/or other means to be agreed by the parties (the "EBT Transaction"). Such price shall be adjusted and reduced by the amount equal to dividend payout of TP. All assets and liabilities of TP to be transferred to the Company as at the date of the entire business transfer shall be as specified in the Entire Business Transfer Agreement (the "EBT Agreement"). The Company agrees to accept the transfer of all assets, liabilities, rights, duties and obligations of TP existing on the day prior to the date of the entire business transfer, including contracts and licenses related to and used in the business operations of TP to enable the Company to continue the business operations of TP, and proceed with registration of establishment of additional branch office of the Company to carry on the business operations transferred from TP to the Company. However, the Company and/or TP may consider canceling certain licenses and/or contracts which, after the execution of the EBT Transaction, may not be required and/or may not be necessary for the Company to retain such licenses or contracts.

In this connection, after the entire business transfer of TP to the Company, TP will cease its business operations, pay dividend, undergo dissolution and start the liquidation process within the same fiscal year in which the entire business transfer occurs, in compliance with the rules, procedures and conditions under the Revenue Code, so as to obtain tax benefits in respect of such transaction. After deduction of expenses, fees or any other money in connection with or arising out of the completion of dissolution and liquidation, TP shall distribute its assets to the Company and PTT as TP's shareholders in proportion to their respective shareholding in TP.

The EBT Transaction is a connected transaction under the Notifications on Connected Transactions since PTT, as the Company's major shareholder, holds shares representing over 10 percent of all shares in TP, the business transferor. The size of the transaction is equal to 7.0 percent of the net tangible assets (NTA) of the Company and its subsidiaries (based on the Company's consolidated financial statements reviewed by the certified auditor for the period ended June 30, 2020), and is thus regarded as a connected transaction under the Notifications on Connected Transactions having the aggregate transaction value

2 An adjustment of entire business transfer price according to the market price thereof as of the date of the entire business transfer appraised by an independent appraiser will be in accordance with the approach to be agreed between the Company and TP so that the price of entire business transfer reflects the fair value of the total assets of TP as of the date of the entire business transfer.

2

Enclosure 1

exceeding Baht 20 million, and having the aggregate transaction size exceeding 3 percent of the net tangible assets (NTA) of the Company and its subsidiaries. Therefore, the EBT Transaction is required to be approved by the shareholders' meeting before execution of such transaction. In this regard, the Company and TP or TP's related persons have not entered into any connected transactions under the Notifications on Connected Transactions during the past six months.

In addition, the EBT Transaction is also regarded as the acceptance of transfer of the entire business by a public company pursuant to Section 107 of the Public Limited Companies Act B.E. 2535 (A.D. 1992) (as amended) (the "Public Limited Companies Act"), therefore, the EBT Transaction is required to be approved by the shareholders' meeting before execution of such transaction.

Moreover, the Share Disposal Transaction is regarded as a disposition of assets by the Company under the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposition of Assets 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 (A.D. 2004) (as amended) (collectively, the "Notifications on Acquisition or Disposition of Assets"). The Share Disposal Transaction has the total value of approximately Baht 16,882 million, representing the highest transaction size equal to 8.6 percent on the basis of value of net tangible assets, which is used in the calculation of the highest transaction size (based on the Company's consolidated financial statements reviewed by the certified auditor for the period ended June 30, 2020 and GPSC's consolidated financial statements reviewed by the certified auditor for the period ended June 30, 2020).

In addition, the EBT Transaction is also regarded as an acquisition of assets by the Company under the Notifications on Acquisition or Disposition of Assets. The EBT Transaction has the total value of approximately Baht 26,773 million, representing the highest transaction size equal to 2.3 percent on the basis of total value of consideration, which is used in the calculation of the highest transaction size (based on the Company's consolidated financial statements reviewed by the certified auditor for the period ended June 30, 2020 and TP's financial statements audited by the certified auditor for the p eriod ended December 31, 2019). Since the Company currently holds approximately 74.0 percent of all shares of TP, the acquisition of assets transaction size under the EBT Transaction will be calculated only from the value of TP's entire business which wil l additionally be received by the Company after the acceptance of the entire business transfer of TP under the EBT Transaction, i.e. 26.0 percent of the value of TP's entire business, the total value thereof is approximately Baht 6,961 million.

In this regard, the Company has not acquired or disposed its other assets during the past six months.

Even though the size of each transaction is lower than 15 percent and, therefore, the Company is not required to disclose information or take any actions under the Notifications on Acquisition or Disposition of Assets, the Company's board of directors, however, viewed that as the Share Disposal Transaction and the EBT Transaction form an integral part of the Company's Restructuring Plan, and the Company will call the Extraordinary General Meeting of Shareholders of the Company No. 1/2020 to consider approving both transactions under the Notifications on Connected Transactions and to consider approving the EBT Transaction under Section 107 of the Public Limited Companies Act, it was thus deemed appropriate to also

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