Thai Oil Public : Notification of Restructure of Shareholding in the Company's Power Business which are Acquisition and Disposition of Assets Transactions & Connected Transaction, Appointment of IFA, and Call for the EGM No. 1/2020

(Translation)

Ref. TBK 13/0471

	August 21, 2020
Subject:	Notification of Resolutions of the Board of Directors' Meeting regarding 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
To:	President of The Stock Exchange of Thailand
Enclosure:	Information Memorandum on Acquisition and Disposition of Assets Transactions and Connected
	Transaction of Thai Oil Public Company Limited

Thai Oil Public Company Limited (the "Company") hereby informs that the Board of Directors' Meeting No. 8/2020, which was held on August 20, 2020, has passed material resolutions as follows:

1. Approve to restructure the Company's shareholding in power business (the "Restructuring Plan"), and to enter into relevant contracts and agreements. The purpose of the Restructuring Plan is to reduce the complexity of the shareholding structure in the power business of the Company in order to increase transparency, flexibility and efficiency in managing and driving the business forward. In addition, the completion of the Restructuring Plan will increase net cash flow, working capital and liquidity of the Company, and will strengthen the Company's financial position and serve as funds for the Company's future investment projects. The Company expects that it will be able to meet its former target of profits from the power business.

Prior to the Restructuring Plan, the Company holds the effective shareholding in GPSC through its direct shareholding and its shareholding in Thaioil Power Company Limited ("TP") totaling approximately 24.3 percent of all issued shares of Global Power Synergy Public Company Limited ("GPSC"). After the Restructuring Plan, the Company's effective shareholding in GPSC through its direct shareholding will reduce to approximately 20.8 percent of all issued shares of GPSC. In this regard, the Restructuring Plan consists of Step 1 a disposal of all ordinary shares directly held by the Company in GPSC to PTT Public Company Limited ("PTT"); and Step 2 an acceptance of the entire business transfer from TP, a subsidiary of the Company, with the details as follows:

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Step 1 Approve the disposal of all ordinary shares directly held by the Company in GPSC to PTTin 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 million, before deduction of dividend paid after June 30, 2020 and before completion of the acquisition of shares in GPSC (the "Share Disposal Transaction") (details as described in Clause 1 of the Enclosure).

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), which is 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. 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.

Step 2 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 approximately Baht 26,773 million (which is subject to an adjustment according to the market price thereof as of the date of entire business transfer appraised by an independent appraiser) (the "EBT Transaction") whereby 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 (details as described in Clause 2 of the Enclosure).

In this connection, after the entire business transfer of TP to the Company, TP will pay dividend, cease its business operations, undergo dissolution and start the liquidation process within the same fiscal year in which the entire business transfer occurs. After the completion of the liquidation, TP will distribute its assets to the Company and PTT as TP's shareholders in proportion to their respective shareholding in TP.

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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), which is 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 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 parties 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 an 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.

Remark: 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"). 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 size of each of such transactions is lower than 15 percent (details of the transaction size are described in Clause 5 of the Enclosure), therefore, the Company is not required to disclose information or take any actions under the Notifications on Acquisition or Disposition of Assets. However, the Company's board of directors 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 Transaction s and to consider approving the EBT Transaction under Section 107 of the Public Limited Companies Act, it was thus deemed appropriate to also propose both transactions to the Shareholders' Meeting for consideration and approval under the Notifications on Acquisition or Disposition of Assets accordingly.

Therefore, for the purpose of execution of the Share Disposal Transaction and the EBT Transaction under the Company's Restructuring Plan, the Company has the obligations under the Notifications on Connected Transactions and the Notifications on Acquisition or Disposition of Assets as follows:

1. To convene a board of directors' meeting to consider approving the Share Disposal
   Transaction and the EBT Transaction;

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1. To prepare and submit a report and disclose information memorandum on the Share Disposal Transaction and the EBT Transaction to the Stock Exchange of Thailand ("SET");
2. To engage an independent financial advisor to provide opinions on the Share Disposal Transaction and the EBT Transaction and submit such opinions to the Office of the Securities and Exchange Commission
   (the "SEC Office"), SET and the Company's shareholders;
3. To convene a shareholders' meeting of the Company by delivering the invitation letter for the shareholders' meeting at least 14 days prior to the date of the shareholders' meeting, and obtain approval from the shareholders' meeting of the Company with not less than three-fourths of all votes of the shareholders present at the meeting and entitled to vote, excluding such votes of the interested shareholders.

The details of the Share Disposal Transaction and the EBT Transaction are described in the Enclosure (Information Memorandum on Acquisition and Disposition of Assets Transactions and Connected Transaction of Thai Oil Public Company Limited).

Furthermore, the board of directors' meeting of the Company deemed it appropriate to propose the shareholders' meeting to consider authorizing the chief executive officer and president to take any actions necessary for and in connection with the Share Disposal Transaction and the EBT Transaction, including but not limited to (a) sign, negotiate, change and amend any agreements and documents relating to the Share Disposal Transaction and the EBT Transaction; (b) sign, change and amend the applications for permission, including any other documents and evidence necessary for and in connection with the Share Disposal Transaction and the EBT Transaction, including to contact with, submit, give statement and explanation to any authorities and/or regulatory bodies and/or any persons or organizations necessary for and in relation to the successful completion of the Share Disposal Transaction and the EBT Transaction, and to appoint any employee of the Company's group of companies to be substitute(s) having the scope of authority as the Company's chief executive officer and president may deem appropriate.

1. Approve to appoint Avantgarde Capital Co., Ltd., which is a financial advisor on the list approved by the SEC Office, as the independent financial advisor ( IFA) to provide its opinions on the Share Disposal Transaction and the EBT Transaction to be submitted to the SEC Office, the SET and the Company's shareholders.
2. Approve to convene the Extraordinary General Meeting of Shareholders No. 1/2020 on Wednesday, October 28, 2020 at 10.00 hours at Bangkok Convention Centre, 5th Floor, Central Plaza Ladprao located at No. 1695 Phahonyothin Road, Chatuchak Sub-district, Chatuchak District, Bangkok 10900 and set the record date to determine the list of shareholders entitled to attend the meeting to be September 8, 2020, with the agenda items as follows:

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Agenda Item No. 1	To consider approving the restructure of the Company's shareholding in
	power business, comprising a disposal of all shares directly held by the
	Company in Global Power Synergy Public Company Limited to PTT
	Public Company Limited; and an acceptance of the entire business transfer
	from Thaioil Power Company Limited, which are the connected
	transaction and the acquisition and disposition of assets of listed company
Agenda Item No. 2	Other matters (if any)

Please be informed accordingly.

Yours truly,

Thai Oil Public Company Limited

(Mr. Wirat Uanarumit)

Chief Executive Officer and President

Investor Relations Section: Telephone [phone] Ext. 42060 - 42063 / Facsimile 02 299 0025

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

of Thai Oil Public Company Limited

The Board of Directors' Meeting of Thai Oil Public Company Limited (the "Company") No. 8/2020, 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 in GPSC at the total price of approximately Baht 16,882 million1, whereby PTT shall pay for such shares of GPSC in cash and/or other means to be agreed by the parties (the "Share Disposal Transaction").

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 equal to dividend payout per share in GPSC, 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. 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.

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

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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 approximately Baht 26,773 million (price before adjustment of TP's dividend payout and is subject to an adjustment according to the market price thereof as of the date of entire business transfer appraised by an independent appraiser), 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 pay dividend, cease its business operations, 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 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.

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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 period 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 will 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 propose both transactions to the Shareholders' Meeting for consideration and approval under the Notifications on Acquisition or Disposition of Assets accordingly.

Therefore, for the purpose of execution of the Share Disposal Transaction and the EBT Transaction under the Company's Restructuring Plan, the Company has the obligations under the Notifications on Connect ed Transactions and the Notifications on Acquisition or Disposition of Assets as follows:

1. To convene a board of directors' meeting to consider approving the Share Disposal Transaction and the
   EBT Transaction;

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1. To prepare and submit a report and disclose information memorandum on the Share Disposal Transaction and the EBT Transaction to the Stock Exchange of Thailand ("SET");
2. To engage an independent financial advisor to provide opinions on the Share Disposal Transaction and the EBT Transaction and submit such opinions to the Office of the Securities and Exchange Commission (the "SEC Office"), SET and the Company's shareholders, and as such, the Company has appointed Avantgarde Capital Co., Ltd. as the independent financial advisor for the execution of such transactions on this occasion;
3. To convene a shareholders' meeting of the Company by delivering the invitation letter for the shareholders' meeting at least 14 days prior to the date of the shareholders' meeting, and obtain approval from the shareholders' meeting of the Company with not less than three-fourths of all votes of the shareholders present at the meeting and entitled to vote, excluding such votes of the interested shareholders.

The board of directors' meeting of the Company deemed it appropriate to propose the shareholders' meeting to consider authorizing the chief executive officer and president to take any actions necessary for and in connection with the Share Disposal Transaction and the EBT Transaction, including but not limited to (a) sign, negotiate, change and amend any agreements and documents relating to the Share Disposal Transaction and the EBT Transaction; (b) sign, change and amend the applications for permission, including any other documents and evidence necessary for and in connection with the Share Disposal Transaction and the EBT Transaction, including to contact with, submit, give statement and explanation to any authorities and/or regulatory bodies and/or any persons or organizations necessary for and in relation to the successful completion of the Share Disposal Transaction and the EBT Transaction, and to appoint any employee of the Company's group of companies to be substitute(s) having the scope of authority as the Company's chief executive officer and president may deem appropriate.

Therefore, the Company hereby reports the information memorandum on such transactions with the details

as follows:

1. Date of Execution of the Transactions

1. Share Disposal Transaction

The Company will execute the Share Disposal Transaction after the approval from the Extraordinary General Meeting of Shareholders of the Company No. 1/2020 to be held on October 28, 2020 has been obtained and the conditions precedent to be specified under the SPA have been fulfilled.

As of the date of the disclosure of this information memorandum, the Company is in the process of negotiating and preparing the SPA. The Company expects to execute the SPA and complete the share disposal to PTT within the year 2020.

(b) EBT Transaction

The Company will execute the EBT Transaction after the approval from the Extraordinary General Meeting of Shareholders of the Company No. 1/2020 to be held on October 28, 2020 has been obtained and the conditions precedent to specified under the EBT Agreement have been fulfilled.

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As of the date of the disclosure of this information memorandum, the Company is in the process of negotiating and preparing the EBT Agreement. The Company expects to execute the EBT Agreement within 2020 and complete the acceptance of the entire business transfer from TP within the first quarter of the year 2021.

2. Related Parties and Relationship with the Listed Company

1. Share Disposal Transaction

Seller	:	Thai Oil Public Company Limited (the "Company")
Buyer	:	PTT Public Company Limited ("PTT")

Relationship between the Parties

PTT is the Company's major shareholder, and as of August 10, 2020 (which is the Company's most recent closing date of its share register book), PTT holds shares in the Company, directly and indirectly, representing 48.0 percent of all issued shares of the Company.

At present, the Company's board of directors comprises 15 directors, four of whom, namely Mr. Wirat Uanarumit, Miss Pannalin Mahawongtikul, Mr. Preecha Pocatanawat and Miss Duangporn Thiengwatanatham, are concurrently PTT's senior management.

(b) EBT Transaction
Transferor	:	Thaioil Power Co., Ltd. ("TP")
Transferee	:	Thai Oil Public Company Limited (the "Company")

Relationship between the Parties

TP is a subsidiary in which the Company holds 74.0 percent of all shares in TP and PTT, as the Company's major shareholder, holds the remaining 26.0 percent of all shares in TP, and as of August 10, 2020 (which is the Company's most recent closing date of its share register book), PTT holds shares in the Company, directly and indirectly, representing 48.0 percent of all issued shares of the Company.

At present, the board of directors of TP comprises seven directors, two of whom are representatives of PTT, namely Mr. Chansak Chuenchom and Mr. Suthep Ruangpornwisuth, and five of whom are representatives of the Company, namely Mr. Wirat Uanarumit, Mr. Bandhit Thamprajamchit, Mr. Pongpun Amornvivat, Mr. Jeerawat Pattanasomsit and Mr. Udom Wongsirinopphakhun.

3. General Description of the Transactions and Details of the Acquired and Disposed Assets

3.1 General Description of the Transactions

1. Share Disposal Transaction

The Company shall dispose 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

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shares of GPSC at the total price of approximately Baht 16,882 million2, whereby PTT shall pay for such shares of GPSC in cash and/or other means to be agreed by the parties. 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 total GPSC share price under the Share Disposal Transaction shall be reduced by the amount of dividend payout to GPSC shares sold under this transaction.

Before proceeding with the Restructuring Plan on this occasion, the Company directly holds ordinary shares in GPSC representing approximately 8.9 percent of all issued shares of GPSC, and also indirectly holds ordinary shares in GPSC through its shareholding in TP (which is a subsidiary of the Company in which the Company holds 74.0 percent of all shares of TP), and TP holds ordinary shares in GPSC representing approximately 20.8 percent of all issued shares of GPSC. Therefore, before proceeding with the Restructuring Plan on this occasion, the Company holds the effective shareholding in GPSC through its shareholding in TP representing approximately 15.4 percent of all issued shares of GPSC, i.e. the Company's effective shareholding in GPSC, directly and indirectly, represents a total of approximately 24.3 percent of all issued shares of GPSC.

After this disposal of all ordinary shares directly held by the Company in GPSC under the Share Disposal Transaction, the Company's effective shareholding in GPSC will be reduced from 24.3 percent to approximately

15.4 percent of all issued shares of GPSC. However, the Company will additionally acquire approximately 20.8 percent of all issued shares of GPSC as part of TP's assets to be transferred from TP to the Company under the EBT Transaction as per the details in Clause 3.1 (b), or representing the increase of effective shareholding in GPSC by approximately 5.4 percent (calculated from PTT's indirect shareholding in GPSC through TP at 26.0 percent). In this respect, after the execution of the Share Disposal Transaction and the EBT Transaction in accordance with the two steps in the Restructuring Plan, the Company shall directly hold ordinary shares in GPSC representing approximately 20.8 percent of all issued shares in GPSC, and in conclusion, the Company's effective shareholding in GPSC will be reduced by approximately 3.5 percent of all issued shares of GPSC (from 24.3 percent to 20.8 percent of all issued shares of GPSC).

1. EBT Transaction

As of the date of the entire business transfer, the Company will accept the transfer of the entire business of TP, i.e. all assets, liabilities, rights, duties and obligations of TP existing on the day prior to the date 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, at the total price of approximately Baht 26,773 million (before adjustment of TP's dividend payout and is subject to an adjustment according to the market price thereof as of the date of entire business transfer appraised by an independent appraiser), 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. Such price shall be adjusted in accordance with the conditions as specified in the EBT Agreement.

TP engages in the business of a natural gas-firedcombined-cycle cogeneration power plant, with a capacity to generate 118 megawatts of electricity and 216 tons of steam per hour, for distribution of 41 megawatts of

2 Price before deduction of dividend paid after June 30, 2020 and before the date of share transfer

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electricity to the Electricity Generating Authority of Thailand ("EGAT") for 25 years under the power purchase agreement, representing approximately 20 percent of total revenues, and for distribution of the remaining electricity and all steam to the Company's group of companies, representing approximately 80 percent of total revenues. In addition, TP holds 586,071,567 ordinary shares in GPSC representing approximately 20.8 percent of all issued shares of GPSC.

All assets and liabilities of TP to be transferred to the Company as of the date of the entire business transfer shall be as described in the EBT Agreement. The details of assets to be acquired by the Company under the EBT Transaction are described in Clause 3.2(b). 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.

Therefore, after the Entire Business Transfer of TP to the Company, TP shall pay dividend, cease its business operations, 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 the entire business transfer of TP to the Company, TP will cease its business operations, 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 will distribute its assets to the Company and PTT as TP's shareholders in proportion to their respective shareholding in TP.

The shareholding structure of the Company and PTT in TP and GPSC before and after the execution of the Share Disposal Transaction and the EBT Transaction can be described below.

	Beforethe Share Disposal Transaction and the EBT			Afterthe Share Disposal Transaction and the EBT
		Transaction				Transaction
	PTT				PTT

48.0%(1)								48.0%(1)
Company								Company
74.0%	26.0%
			TP
8.9%			20.8%			22.8%	20.8%	31.7%
						GPSC				GPSC

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Remark: (1) PTT's direct and indirect shareholding in the Company as of August 10, 2020, which is the Company's

most recent closing date of its share register book.

3.2 Details of the Acquired and Disposed Assets

1. Details of the Disposed Assets under the Share Disposal Transaction

All ordinary shares directly held by the Company in GPSC 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.

Information in relation to GPSC

General Information of GPSC(Source: Annual Registration Statement (Form 56-1) for 2019 of GPSC on the SET's website)

	Nature of Business Operations		Production and distribution of electricity, steam, industrial water and other
		public utilities
	Head Office		555/2 Energy Complex Building B, 5th Floor, Vibhavadi Rangsit Road,
		Chatuchak Subdistrict, Chatuchak District, Bangkok
	Date of Incorporation		January 10, 2013
	Date of Listing on the SET		May 18, 2015
	Registered Capital		Baht 28,197,293,710
	Paid-up Registered Capital		Baht 28,197,293,670
	All Issued Shares		2,819,729,367 shares
	Par Value		Baht 10

List of Directors of GPSC(Source: Information as of August 14, 2020 on the SET's website)

No.	Name	Position
1.	Mr. Pailin Chuchottaworn	Chairman of the Board / Independent Director
2.	Mr. Chawalit Tippawanich	Director / President and Chief Executive Officer
3.	Mr. Wittawat Svasti-xuto	Director
4.	Mr. Wuttikorn Stithit	Director
5.	Mr. Wirat Uanarumit	Director
6.	Mr. Kongkrapan Intarajang	Director
7.	Mr. Bandhit Thamprajamchit	Director
8.	Mr. Boonchai Chunhawiksit	Director
9.	Mr. Atikom Terbsiri	Director
10.	Mr. Kurujit Nakornthap	Independent Director / Audit Committee Member
11.	Mr. Payungsak Chartsutipol	Independent Director
12.	Maj. Gen. Chaowalek Chayansupap	Independent Director / Audit Committee Member
13.	Mrs. Nicha Hiranburana Thuvatham	Independent Director

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No.	Name	Position
14.	Mrs. Saowanee Kamolbutr	Independent Director / Chairman of the Audit Committee
15.	Mr. Somchai Meesen	Independent Director
	List of Shareholders of GPSC(Source: Information as of May 15, 2020 on the SET's website)

	No.			Name			Amount			Shareholding
					(shares)			(percent)
1.			PTT Public Company Limited	643,177,944		22.81
2.			PTT Global Chemical Public Company Limited	640,909,693		22.73
3.			Thaioil Power Company Limited	586,071,567		20.78
4.			Thai Oil Public Company Limited	251,173,540		8.91
5.			Thai NDVR Company Limited	84,869,469		3.01
6.			Social Security Office	47,050,795		1.67
7.			SOUTH EAST ASIA UK (TYPE C) NOMINEES LIMITED	25,081,788		0.89
8.			Bualuang Long-Term Equity Fund	17,290,200		0.61
9.			STATE STREET EUROPE LIMITED	14,681,686		0.52
10.			Others	509,422,685		18.07
				Total		2,819,729,367		100.00

Business Overview of GPSC(Source: Annual Registration Statement (Form 56-1) for 2019 of GPSC on the SET's website)

GPSC engages primarily in the production and distribution of electricity, steam, industrial water and other public utilities, both on its own and through investment in such business.

As of December 31, 2019, GPSC's equity capacities were 5,026 megawatts of power generation, 2,876 tons of steam per hour, 7,372 cubic meters of industrial water per hour, and 15,400 refrigeration tons of chilled water, as detailed below.

1. GPSC-operatednatural gas-fired power plant already in commercial operation, totaling five plants;
2. Power plants by GPSC through its shareholding in Glow Energy Public Company Limited, for production of electricity, steam and utilities from various forms of energy, comprising 10 natural gas-fired and coal-fired power plants, four renewable energy power plants, and one hydropower plant;
3. Domestic and overseas power plants through joint venture by GPSC for production and distribution of electricity from various forms of energy, comprising five natural gas-fueled power plants, three renewable energy power plants and two hydropower plants;

9

1. Power plants by GPSC under ongoing investment or construction, totaling four plants, with a total capacity of 484.3 megawatts;
2. Other business in five domestic and overseas companies, namely:
3. 1. GPSC International Holdings Limited in Hong Kong Special Administrative Region,
      People's Republic of China, to accommodate overseas investment plan in the future;
   2. 24M Technologies, Inc. in USA, a company engaging in research and development of batteries for energy storage for the industrial sector and power transmission systems for the enhanced security of power distribution, power network, and power user systems;
   3. Business Services Alliance Company Limited, engaging in service and administration of human resources for every company in PTT Group;
   4. Sarn Palang Social Enterprise Company Limited (SPSE), formed to support PTT's and PTT Group's social enterprises to efficiently resolve problems to communities, society and the environment, and promote employment of local labor on the basis of sustainability; and
   5. Global Renewable Power Company Limited (GRP), a subsidiary formed to accommodate investment growth in renewable energy power plants, both domestic and overseas, of GPSC under GPSC's strategic plans.

Details of Companies Invested by GPSC(Source: Annual Registration Statement (Form 56-1) for 2019 of GPSC and Notes to the Reviewed Condensed Interim Financial Statements of GPSC for the six-month period ended June 30, 2020 as disclosed on the SET's website)

	Shareholding by
Companies	GPSC	Nature of Business Operations
	(percent)
Subsidiaries (Both Direct and Indirect)
Combined Heat and Power Producing	100	A very small power producer (VSPP) operating a
Company Limited		combined heat and power with district cooling
		power plant to supply chilled water to Bangkok
		Government Complex and to generate electricity
		to the Metropolitan Electricity Authority
Natee Synergy Company Limited	100	Invest through shareholding in such businesses
		related to power generation
Ichinoseki Solar Power 1 GK Company	99	A solar power producer for distribution of
		electricity to a Japanese utility company

10

				Shareholding by
	Companies		GPSC	Nature of Business Operations
				(percent)
IRPC Clean Power Company Limited	51	A small power producer (SPP) operating a
					cogeneration power plant to supply electricity to
					EGAT and the surplus and steam to industrial
					customers in IRPC Industrial Estate
GPSC International Holdings Limited	100	To support future overseas investment expansion
					plan of GPSC
Global	Renewable	Power	Company	100	To accommodate future renewable energy
Limited					investment plan of GPSC
Global	Renewable	Power	Operating	100	Provide management and consultancy services
Company Limited			(shareholding	for solar farm sector
				through Global
				Renewable Power
				Company Limited)
World X Change Asia Company Limited	100	Generate and supply electricity
				(shareholding
				through Global
				Renewable Power
				Company Limited)
P.P. Solar Company Limited		100	Generate and supply electricity
				(shareholding
				through Global
				Renewable Power
				Company Limited)
N.P.S. Stargroup Company Limited	100	Generate and supply electricity
				(shareholding
				through Global
				Renewable Power
				Company Limited)
GPSC Holding (Thailand) Company	100	Investment through shareholding in such
Limited					businesses related to power generation of Glow
					Energy Public Company Limited
Glow Energy Public Company Limited	99.83	Production and distribution of electricity, steam
				(direct shareholding	and industrial water to industrial customers and
				of 45.67 percent	distribution of electricity to EGAT

11

	Shareholding by
Companies	GPSC	Nature of Business Operations
	(percent)
	and indirect
	shareholding
	through GPSC
	Holding (Thailand)
	Company Limited
	of 54.16 percent)
Energy Recovery Unit Company Limited	100	A power plant generating and supplying
		electricity and steam to the production process of
		the Clean Fuel Project (CFP) of the Company,
		using oil residue which is byproducts from the
		refining process in the CFP as primary fuel
Glow Company Limited	100	Provision of management, consultation and
		management advisory services to related
		companies
Glow IPP Company Limited	95	Production and distribution of electricity to
	(shareholding	EGAT
	through Glow
	Company Limited)
Glow SPP 2 Company Limited	100	Production and distribution of electricity and
		steam
Glow SPP 3 Company Limited	100	Production and distribution of electricity, steam
		and industrial water
Glow IPP 2 Holding Company Limited	100	Investment in other companies
GHECO-One Company Limited	65	Production and distribution of electricity to
	(shareholding	EGAT
	through Glow IPP 2
	Holding Company
	Limited)
Glow IPP 3 Company Limited	100	Development of power generation projects
	(shareholding
	through Glow IPP 2
	Holding Company
	Limited)
		12

	Shareholding by
Companies	GPSC	Nature of Business Operations
	(percent)
Glow SPP 11 Company Limited	100	Production and distribution of electricity, steam
		and industrial water, including production and
		distribution of electricity to EGAT
Houay Ho Thai Company Limited	49	Investment (shareholding) in other companies
	(shareholding
	through Glow
	Company Limited)
Houay Ho Power Company Limited	67.25	Production and distribution of electricity to
	(shareholding	EGAT and Electricite du Laos (EDL)
	through Glow
	Company Limited
	and Houay Ho Thai
	Company Limited)
Glow Energy Myanmar Company Limited	100	Provision of technical services for the power
	(shareholding	sector
	through Glow
	Company Limited)
GPSC Treasury Center Company Limited	100	Provide financial services
Associates (Both Direct and Indirect)
Xayaburi Power Company Limited	25	A hydropower producer producing and
	(shareholding	distributing electricity to EGAT and Electricite
	through Natee	du Laos (EDL)
	Synergy Company
	Limited)
Bangpa-In Cogeneration Company	25	A small power producer ( SPP) operating a
Limited		cogeneration power plant for distribution of
		electricity to EGAT and the surplus electricity to
		industrial customers in Bang Pa-In Industrial
		Estate, and for distribution of steam to industrial
		customers in Bang Pa-In Industrial Estate
Eastern Seaboard Clean Energy Company	33	Investment (shareholding) in other companies
Limited	(shareholding
	through Glow IPP 3
	Company Limited)
		13

	Shareholding by
Companies	GPSC	Nature of Business Operations
	(percent)
Glow Hemaraj Wind Company Limited	100	Development of wind power generation projects
	(shareholding
	through Eastern
	Seaboard Clean
	Energy Company
	Limited)
Rayong Clean Energy Company Limited	100	Development of waste-to-energy projects
	(shareholding
	through Eastern
	Seaboard Clean
	Energy Company
	Limited)
Chonburi Clean Energy Company Limited	100	Development of waste-to-energy projects
	(shareholding
	through Eastern
	Seaboard Clean
	Energy Company
	Limited)
Joint Ventures (Both Direct and Indirect)
Thai Solar Renewable Company Limited	40	Invest through holding shares in such businesses
		related to power generation
Siam Solar Energy 1 Company Limited	40	A very small power producer (VSPP) generating
	(shareholding	solar electricity
	through Thai Solar
	Renewable
	Company Limited)
Nam Lik 1 Power Company Limited	40	A run-of-river hydroelectric power producer for
		distribution of electricity to Electricite du Laos
		(EDL)
Nava Nakorn Electricity Generating	30	A small power producer ( SPP) operating a
Company Limited		cogeneration power plant for distribution of
		electricity to EGAT and the surplus and steam to
		industrial customers in Nava Nakorn Industrial
		Promotion Zone.
		14

	Shareholding by
Companies	GPSC	Nature of Business Operations
	(percent)
Long-Term Investment
Business Services Alliance Company	25	Fully integrated management of human resources
Limited		outsourcing for PTT Group
Sport Services Alliance Company Limited	25	Manage football club for PTT Group
	(shareholding
	through Business
	Services Alliance
	Company Limited)
24M Technologies, Inc.	29.7	Research and development of lithium-ion
		batteries for energy storage in the industrial sector
		and for enhancement of power distribution and
		power network security
Ratchaburi Power Company Limited	15	An independent power producer (IPP) operating
		a combined cycle power plant for production and
		distribution of electricity to EGAT
Sarn Palung Social Enterprise Company	10	Production and sale of goods and/or services for
Limited		the benefit of society, communities and the
		environment as a social enterprise
Eastern Fluid Transport Company Limited	15	Service

Summary of Financial Information of GPSC for the years ended December 31, 2017, 2018 and 2019, and for the six-monthperiod ended June 30, 2020(Source: Annual Registration Statement (Form 56-1) for 2019 of GPSC and the Consolidated Financial Statements of GPSC for the six- month period ended June 30, 2020, on the SET's website)

											(Unit: Million Baht)
													Six-Month
	Consolidated Financial Statements			2017			2018			2019			Period Ended
			(Audited)			(Audited)			(Audited)			June 30, 2020
													(Reviewed)
Total current assets	9,918		12,164		38,921		36,298
Total assets	59,968		64,439		252,017		249,971
Total current liabilities	4,089		4,727		36,748		15,980
Total liabilities	19,594		22,090		141,841		141,316
											15

													Six-Month
	Consolidated Financial Statements			2017			2018			2019			Period Ended
			(Audited)			(Audited)			(Audited)			June 30, 2020
													(Reviewed)
Share capital	14,983		14,983		28,197		28,197
Issued and paid-up share capital	14,983		14,983		28,197		28,197
Total shareholders' equity	40,374		42,349		110,176		108,655
Revenue from sales and services	19,325		24,337		65,789		36,021
Revenue from finance lease	592		543		773		425
Cost of sales and services	(16,376)		(20,299)		(55,063)		(29,561)
Gross profit	3,541		4,581		11,499		6,885
Dividend income	270		135		185		3
Other income	483		286		733		549
Currency exchange gain (loss) - net	(3)		(15)		317		6
Loss from measurement of financial	-		-		-		(40)
instruments - net
Administrative expenses	(851)		(937)		(2,184)		(929)
Finance costs	(361)		(514)		(5,140)		(2,032)
Share of profit (loss) from	517		595		837		42
investments in associates and joint
ventures - net
Profit before income tax	3,596		4,131		6,248		4,483
Income tax	(256)		(242)		(247)		(537)
Profit for the period	3,340		3,889		6,001		3,946
Profit attributable to owners of the	3,175		3,359		4,061		3,476
parent
Earnings per share (Baht)	2.12		2.24		2.25		1.23

Remark: The 2018 annual financial statements have been reclassified to be in line with the information in 2019.

(b) Details of the Acquired Assets under the EBT Transaction

The entire business of TP refers to 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. As of the date of the entire business

16

transfer, all assets and liabilities of TP to be transferred to the Company shall be as specified in the EBT Agreement, which include:

1. All assets of TP used in the business operations of power plants and such activities relating to or in support of the power plant business, including any other activities of TP and 586,071,567 ordinary shares in GPSC held by TP with a par value of Baht 10 each, representing approximately 20.8 percent of all issued shares of GPSC, and cash and other assets, and as of June 30, 2020, the total book value of TP's all assets amounts to approximately Baht 20,093 million;
2. All liabilities of TP comprise loans with related party (loan from Thaioil Treasury Center Company Limited and loan from PTT Treasury Center Company Limited) and other liabilities, and as of June 30, 2020, the total book value of TP's all liabilities amounts to approximately Baht 15,811 million;
3. Contracts related to and used in the business operations of TP in order to enable the Company to continue the operations of TP's power plant business and such business activities relating to or in support of the power plant business, including any other activities of TP transferred to the Company under the EBT Transaction, including but not limited to, power purchase agreement and reserve power agreements with EGAT, raw material supply agreements and/or agreements for distribution of electricity, steam and/or byproducts from production process (whether with third parties or related parties); and
4. Licenses relating to and required in the business operations of TP in order to enable the Company to continue the operations of the power plant business and such business activities relating to or in support of the power plant business of TP, including any other activities of TP transferred under the EBT Transaction, including but not limited to, electricity generation license, electricity distribution license, electricity distribution system license, regulated energy production license, factory license, oil terminal license, natural gas facility license, military equipment license.

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.

4. Total Value of Consideration, Basis of Determination of Total Value of Consideration, Conditions for Execution of the Transactions, and Payment Method

1. Share Disposal Transaction

Total Value of	Basis of Determination of Total Value of	Payment Method and Conditions for
Consideration	Consideration	Execution of the Transaction
Approximately	Being subject to negotiations between the	PTT will pay for such shares of GPSC to the
Baht 16,882	Company and PTT, whereby the value of GPSC's	Company in cash and/or other means to be
million	business is based on two approaches, i.e.	agreed by the parties.
	discounted cash flow approach (DCF) and market	Should GPSC declare its dividends and
	value approach of shares in GPSC.	schedule the record date to determine the list

17

Total Value of	Basis of Determination of Total Value of	Payment Method and Conditions for
Consideration	Consideration	Execution of the Transaction
		of shareholders entitled to dividends before
		completion of the acquisition of shares in
		GPSC, the price per shares in GPSC under
		the Share Disposal Transaction shall be
		reduced by the amount of dividend payout to
		GPSC shares sold under this transaction.
		In this regard, the Share Disposal Transaction
		will be executed after the approval from the
		Extraordinary	General	Meeting	of
		Shareholders of the Company No. 1/2020 has
		been obtained and the conditions precedent
		under the SPA have been fulfilled.

(b) EBT Transaction

Total Value of	Basis of Determination of Total Value of	Payment Method and Conditions for
Consideration	Consideration	Execution of the Transaction
Approximately	Referring to the fair value of net assets to be	The Company shall make payment in
Baht 26,773	acquired from the acquisition and the entire business	consideration of the entire business transfer
million	transfer from TP by the Company using the sum of	to TP in cash and/or other means to be
(if calculated	the parts approach, comprising:	agreed by the parties.
only from the	(1) Fair value of TP's power plant business based	Such price under the EBT Transaction will
value of TP's	on the value of such business appraised by way	be adjusted in accordance with the
entire business	of the discounted cash flow approach or DCF;	conditions that will be specified in the EBT
which will	(2) Fair value of investment in GPSC; and	Agreement.
additionally be	(3) Fair value of other assets and liabilities of TP.	In this regard, the EBT Transaction will be
received by the	Other than taking into account the fair value of net	executed after the approval from the
Company of 26.0	assets to be acquired from the acquisition and the	Extraordinary General	Meeting	of
percent the total	entire business transfer from TP by the Company in	Shareholders of the Company No. 1/2020
value thereof is	determining the total consideration of the EBT	has been obtained and the conditions
approximately	Transaction, the determination of the total	precedent under the EBT Agreement have
Baht 6,961	consideration also takes into account the price and	been fulfilled.
million.)	conditions concluded in the negotiations between
	the Company and TP. The fair value of net assets of
	TP to be transferred to the Company amounts to a
	total of approximately Baht 2 6 ,773 million (which
				18

Total Value of	Basis of Determination of Total Value of	Payment Method and Conditions for
Consideration	Consideration	Execution of the Transaction
	is subject to an adjustment according to the market
	price thereof as of the date of entire business transfer
	appraised by an independent appraiser).

5. Calculation of the Transaction Size

5.1 Calculation of the Transaction Size under the Notifications on Connected Transactions

1. Share Disposal Transaction

	Value in the Calculation of			Value of the Net Tangible Assets of			Percent of the Net Tangible Assets
			the Company
	Transaction Size (Million Baht)					of the Company
			(Million Baht)
16,882		99,154		17.0

Remark: The size of the Share Disposal Transaction under the Notifications on Connected Transactions is calculated based on the information from the Company's consolidated financial statements reviewed by the certified auditor for the period ended June 30, 2020.

The Share Disposal Transaction is a connected transaction under the Notifications on Connected Transactions because PTT, as the buyer, is the Company's major shareholder. Upon consideration of the size of the Share Disposal Transaction under the Notifications on Connected Transactions, the size of the transaction is equal to 17.0 percent of the net tangible assets (NTA) of the Company and its subsidiaries, 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. 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.

(b) EBT Transaction

	Value in the Calculation of			Value of the Net Tangible Assets of			Percent of the Net Tangible Assets
			the Company
	Transaction Size (Million Baht)					of the Company
			(Million Baht)
6,961		99,154		7.0

Remark: The size of the EBT Transaction under the Notifications on Connected Transactions is calculated based on the information from the Company's consolidated financial statements reviewed by the certified auditor for the period ended June 30, 2020.

19

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. Upon consideration of the size of the EBT Transaction under the Notifications on Connected Transactions, the size of the transaction is equal to 7.0 percent of the net tangible assets (NTA) of the Company and its subsidiaries, 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 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 this regard, upon calculation of the aggregate of the size of the two steps of the Restructuring Plan, i.e. the Share Disposal Transaction and the EBT Transaction, the total size of the transaction is equal to 24.0 percent of the net tangible assets (NTA) of the Company and its subsidiaries.

5.2 Calculation of the Transaction Size under the Notifications on Acquisition or Disposition of Assets

1. Share Disposal Transaction

Basis of Calculation	Formula		Calculation		Transaction Size
1.	Net Tangible	(NTA of the Business x Disposal	( Baht 9 6 ,1 5 8 million x 8 . 9 1 %)	/	8.6 percent
	Assets (NTA)	Proportion) / NTA of the Listed	Baht 99,154 million
		Company
2.	Net Operating	(Net Operating Profits of the	This approach is inapplicable since the Company
	Profits	Disposing Company x Disposal		sustains an operating loss.
		Ratio) / Net Operating Profits of
		the Listed Company
3.	Total Value of	Value of Transaction Received /	Baht	16,882	million	/	5.7 percent
	Consideration	Total Assets of the Listed	Baht 298,170 million
		Company
4.	Value of	Number of Shares Issued for	No securities are issued as		No securities are
	Securities	Payment of Assets / Number of	consideration.			issued as
		Shares Issued and Paid-up of the					consideration.
		Listed Company

Remark: The size of the Share Disposal Transaction under the Notifications on Acquisition or Disposition of Assets is calculated based on the information from 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.

20

The Share Disposal Transaction is regarded as a disposition of assets by the Company under the Notifications on Acquisition or Disposition of Assets, with 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.

(b) EBT Transaction

Basis of Calculation

Formula

Calculation

Transaction Size

(Million Baht)

1.

Net Tangible

(NTA of the Business x

( Baht 4 ,1 5 3 million x 2 6 . 0 %) /

1.1 percent

Assets (NTA)

Acquisition Proportion) / NTA of

Baht 99,154 million

the Listed Company

2.

Net Operating

(Net Operating Profits of the

This approach is inapplicable since the Company

Profits

Acquiring Company x

sustains an operating loss.

Acquisition Ratio) / Net

Operating Profits of the Listed

Company

3.

Total Value of

Value of Transaction Paid / Total

Baht 6,961 million / Baht 298,170

2.3 percent

Consideration

Assets of the Listed Company

million

4.

Value of

Number of Shares Issued for

No securities are issued as

No securities are

Securities

Payment of Assets / Number of

consideration.

issued as

Shares Issued and Paid-up of the

consideration.

Listed Company

Remark: The size of the EBT Transaction under the Notifications on Acquisition or Disposition of Assets is calculated based on the information from 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 period ended December 31, 2019. The total value of the EBT Transaction is approximately Baht 2 6 ,773 million. Since the Company currently holds 207,393,999 shares representing approximately 74.0 percent of all shares of TP, therefore, the acquisition of assets transaction size under the EBT Transaction will be calculated only from the value of TP's entire business which will 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.

The EBT Transaction is regarded as an acquisition of assets by the Company under the Notifications on Acquisition or Disposition of Assets, with the total value of approximately Baht 6,961 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.

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

21

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 propose both transactions to the Shareholders' Meeting for consideration and approval under the Notifications on Acquisition or Disposition of Assets accordingly.

6. Plan for Use of Proceeds from Disposition of Assets and Source of Funds for Execution of the Transaction

6.1 Plan for Use of Proceeds from the Transaction

The Company plans to use such proceeds from the Share Disposal Transaction to pay for the considerations, taxes, fees and expenses relating to the EBT Transaction so as to increase cash, working capital and liquidity to strengthen the Company's financial position and to serve as funds for the Company's other investment projects in the future.

6.2 Source of Funds for Execution of the Transaction

The source of funds for execution of the EBT Transaction shall be partially derived from the Company's working capital and partially from such proceeds to be derived by the Company from the Share Disposal Transaction. After execution of the EBT Transaction, the Company's working capital shall remain sufficient for use in other activities of the Company.

Upon completion of the acquisition and acceptance of the entire business transfer between the Company and TP, TP shall take various steps, including registration of its dissolution with the Department of Business Development, Ministry of Commerce, start the liquidation process. 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 TP's assets to its shareholders in proportion to their respective shareholding. In this regard, the Company will receive partial payment from the EBT Transaction in proportion to its shareholding of approximately 74.0 percent of all shares in TP in the form of dividends after execution of the EBT Transaction and TP's distribution of equity after registration of its dissolution within the same fiscal year in which the entire business transfer occurs.

7. Details of the SPA and the EBT Agreement

7.1 SPA

As of the date of the disclosure of this information memorandum, the Company is in the process of negotiating and preparing the SPA, and the Company expects to execute the SPA within the year 2020. Once approvals from the board of directors' meeting of the Company No. 8/2020 to be held on August 20, 2020 and from the Extraordinary

22

General Meeting of Shareholders of the Company No. 1/2020 to be held on October 28, 2020 are obtained, and the conditions precedent under the SPA are fulfilled, the Company will enter into the Share Disposal Transaction.

Parties	Seller	:	The Company
	Buyer	:	PTT
Acquired Shares	All	ordinary shares in GPSC directly held by the Company in the amount of
	251,173,540 shares, representing approximately 8.9 percent of all issued shares in
	GPSC ("Acquired Shares")
Price of the Acquired Shares	∙	PTT agrees to pay for the Acquired Shares to the Company at the total price of
		approximately Baht 16,882 million (before deduction of dividend paid after June
		30, 2020 and before the date of share transfer).
	∙	Should GPSC declare its dividends and schedule the record date to determine the
		list of shareholders entitled to dividends before the date of share transfer, the
		price of the Acquired Shares shall be reduced by the amount of dividend payout
		to the Acquired Shares.
Share Transfer Date and	The Company agrees to transfer the Acquired Shares to PTT on such date as agreed
Procedure	upon by both parties by way of off-market trade in scripless form at Thailand
	Securities Depository Co., Ltd. (TSD).
Key Conditions Precedent	The Company's obligations
	1)	The execution of the Share Disposal Transaction and the EBT Transaction,
		which are the 2 steps under the Restructuring Plan, shall have been approved by
		the extraordinary general meeting of shareholders of the Company;
	2)	TP and the Company have obtained an approval from the relevant regulatory
		authorities; and
	3)	TP and the Company have entered into the EBT Agreement.
	PTT's obligations
	1)	PTT have been granted by the SEC Office a waiver from the requirement to make
		a tender offer for all securities of GPSC, and PTT have fully complied with the
		conditions imposed by the SEC Office in the waiver letter (if any); and
	2)	PTT has obtained an approval from the relevant regulatory authorities (if any).
	Other conditions
	There shall be no material adverse change to the business of GPSC.
Long Stop Date	6 months from the date on which PTT obtained a tender offer waiver from the SEC
	Office.
Termination	∙	Each party is entitled to unilaterally terminate the SPA if there is any amendment
		to the Revenue Code which cancels tax exemption on EBT transaction.

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• Each party is entitled to unilaterally terminate the SPA if the other party is in breach under the SPA and such breach is not cured within the specified period, or the representation(s) given by the other party is untrue, inaccurate or incomplete.

7.2 EBT Agreement

As of the date of the disclosure of this information memorandum, the Company is in the process of

negotiating and preparing the EBT Agreement, and the Company expects to execute the EBT Agreement within the year 2020. Once approvals from the board of directors' meeting of the Company No. 8/2020 to be held on August 20, 2020 and from the Extraordinary General Meeting of Shareholders of the Company No. 1/2020 to be held on October 28, 2020 are obtained, and the conditions precedent under the EBT Agreement are fulfilled, the Company will enter into the EBT Transaction.

Parties	Transferor	:	TP
	Transferee	:	The Company
Description of the Agreement	TP agrees to transfer and deliver its entire business to the Company, and the Company
	agrees to accept transfer and delivery of the entire business from TP on the EBT date,
	subject to the terms and conditions of the Entire Business Transfer Agreement.
Payment in consideration of	∙	The Company shall make payment, as a consideration for the entire business
the EBT		transfer, to TP in cash and/or other means to be agreed by the parties, in the
		amount of approximately Baht 26,773 million (which is subject to an adjustment
		according to the market price thereof as of the date of entire business transfer
		appraised by an independent appraiser), reduced by the amount equals to the total
		dividends paid by TP to its shareholders during the period from the execution
		date until the day before the EBT date.
	∙	Both parties may set off the consideration for the entire business transfer against
		other debts between each other.
	∙	Should the transfer of any item of assets and liabilities under this Agreement not
		be exempt from fees and taxes, such fees and taxes shall be borne by those who
		are responsible by default under the law. If the law does not specify as such, it
		shall be borne by TP.
Key Conditions Precedent	The Company's obligations
	1)	The EBT Transaction shall have been approved by the extraordinary general
		meeting of shareholders of the Company; and
	2)	The Share Disposal Transaction under the SPA shall have been completed.
	TP's obligations
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			1)	TP's shareholders' meeting shall have been resolved to approve the entire
				business transfer of TP to the Company; and
			2)	There shall be no material adverse change to the business of TP.
			Mutual obligations of both parties
			1)	Termination of all agreements between TP and the Company, including
				execution of whereby such termination the novation agreements among TP, the
				Company and the parties concerned under the relevant agreements, whereby
				the expiration and the novation of all such respective agreements shall be
				effective on the EBT date;
			2)	Letter(s) of consent from the Ministry of Finance (by Treasury Department), as
				the land owner, to amend of the state-owned land sublease agreement shall have
				been obtained, and the parties shall have registered the amendment to the
				stated-owned land sublease agreement with the relevant land office prior to or
				on the EBT date;
			3)	Both parties shall have submitted the applications for transfer and acceptance
				of transfer of the investment promotion certificates, and such applications shall
				have been approved by the Office of the Board of Investment; and
			4)	The Company shall have accepted the transfer of and/or obtained licenses being
				material to its business, and the transfer and/or receipt of such licenses shall
				have been effective on the EBT date.
	Termination or Expiry		∙	The Company is entitled to unilaterally terminate the SPA by notifying TP if
				there is any amendment to the Revenue Code which cancels tax exemption on
				EBT transaction after the sale and purchase of shares in GPSC under Share
				Transfer Transaction is completed.

• If the SPA is terminated for any reason, the EBT Agreement will be automatically terminated.

8. Interested Directors and/or Directors as Related Parties in the Transactions

1. Share Disposal Transaction
   Four directors interested in the Share Disposal Transaction, namely Mr. Wirat Uanarumit, Miss Pannalin

Mahawongtikul, Mr. Preecha Pocatanawat and Miss Duangporn Thiengwatanatham, were not present at the meeting approving the Share Disposal Transaction and did not vote on the approval of such transaction, as they are senior management of PTT, the Company's major shareholder, which acquires shares in GPSC from the Company under the Share Disposal Transaction.

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(b) EBT Transaction

Four directors interested in the EBT Transaction, namely Mr. Wirat Uanarumit, Miss Phannalin Mahawongtikul, Mr. Preecha Pocatanawat and Miss Duangporn Thiengwatanatham, were not present at the meeting approving the EBT Transaction and did not vote on the approval of such transaction, as they are senior management of PTT, the Company's major shareholder, which holds more than 10 percent of all shares in TP, the business transferor.

9. Opinions of the Board of Directors on the Transactions

1. Share Disposal Transaction

The board of directors of the Company (excluding the interested directors) deemed that the Share Disposal Transaction is justifiable with such general commercial conditions and the price is reasonably determined with references to market price for transaction, and primarily takes into account the best interests of the Company, and that the business restructuring of the Company's power plant business by way of the Share Disposal Transaction shall enable the Company to derive cash flows after execution of the Share Disposal Transaction and the EBT Transaction in the amount of approximately Baht 5,900 million (excluding expenses and income tax arising from such transactions), which shall improve the liquidity and strengthen the financial position of the Company, and increase funds for future investment by the Company.

Despite the Company's disposal of all shares directly held by it in GPSC representing approximately 8.9 percent of all issued shares of GPSC to PTT, which will cause the Company's effective shareholding in GPSC to reduce by approximately 3.5 percent of all issued shares of GPSC, the reduction of such investment will not affect the classification of such investment according to the Company's accounting standards, which regards GPSC as the Company's affiliate.

In this respect, the execution of the Share Disposal Transaction with PTT is in the best interests of the Company relative to execution of such transaction with a third party for the following reasons:

• PTT has a strong financial standing and sources of sufficient funds to execute the transaction, and moreover, PTT is a major shareholder of GPSC and may continue to provide support to GPSC as a flagship of PTT's power business, and as such, the execution of such transaction with PTT shall be beneficial to the Company's investment in GPSC in the long run.
• The price of shares in GPSC for disposal to PTT is justifiable as it is not less favorable to such price anticipated by the Company for disposal of shares to a third party, and the disposal of a substantial number of shares in GPSC through the SET may negatively affect the supply of shares in the market mechanism and GPSC's share price.

Therefore, the board of directors' meeting of the Company (excluding the interested directors) has resolved to approve the execution of this transaction.

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(b) EBT Transaction

The board of directors of the Company ( excluding the interested directors) was of the view that the EBT Transaction is justifiable with such general commercial conditions and the price is reasonably determined with references to market price for transaction, and primarily takes into account the best interests of the Company. The essence of the interests from this transaction to the Company can be summarized as follows:

(1) Simplification and Agility of Investment Management

At present, TP (the Company's subsidiary in which the Company holds 74.0 percent of all shares of TP) holds shares in GPSC representing approximately 20.8 percent of all issued shares of GPSC. Therefore, after the EBT Transaction, the Company will directly hold all ordinary shares in GPSC, which will simplify and agile its investment management, and as such, the Company will directly derive revenues from GPSC's business operations and dividends without pending TP's declaration of dividends.

(2) Improvement of Management Efficiency

TP operates the business of distribution of electricity and steam to the Company and its group of companies, representing approximately 80 percent of total revenues, and as such, the acceptance of transfer of the power plant business from TP will facilitate and improve the management efficiency.

Therefore, the board of directors' meeting of the Company (excluding the interested directors) has resolved to approve the execution of this transaction.

10. Opinion of the Audit Committee and/or Directors which is different from the Board of Directors' Opinions in Clause 9 above

No different opinion.

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