Bangchak PCL : Information Memorandum regarding asset acquisition of BCPG Public Company Limited

TRANSLATION

10000/059/2017

April 28, 2017

Subject : Information Memorandum regarding asset acquisition of BCPG Public Company Limited Attention : President of the Stock Exchange of Thailand

Enclosure: Information Memorandum regarding asset acquisition of BCPG Public Company Limited

As Bangchak Corporation Public Company Limited ("Company") has informed the asset acquisition of BCPG Public Company Limited, the subsidiary of the Company of which shares are held by the Company for 70.35 percent, on 26 April 2017 and the board of directors of BCPG Public Company Limited has approved the invest in geothermal power plant project in Indonesia for not exceeding USD 357,500,000.

The Company had the meeting of board of directors no. 7/2017 on 27 April 2017. The board of directors approved BCPG Public Company Limited and/or the subsidiary of BCPG Public Company Limited to enter such transaction.

Please be informed accordingly.

Yours sincerely,

-signed-

(Mr. Chaiwat Kovavisarach) President and Chief Executive Officer

Investor Relations Division Tel. 0-2335-8663

Fax. 0-2016-3973

Information Memorandum on the acquisition and disposal of assets of Bangchak Corporation Public Company Limited

The meeting of the board of directors of Bangchak Corporation Public Company Limited ("Company") no. 7/2017, held on 27 April 2017, approved the acquisition of shares in Star Energy Group Holdings Pte. Ltd. ("SEGHPL") by BCPG Public Company Limited, the subsidiary of the Company of which shares are held by the Company for 70.35 percent, for one-thrid (approximately

33.33 percent) of the total issued shares in SEGHPL from the shareholder of SEGHPL, namely Star Energy Investments Ltd. ("Seller"). BCPG entered into share purchase agreement with the Seller for not more than USD 357.5 million (equivalent to THB 12,340.9 million1) ("Share Purchase Transaction"). Such agreement contains conditions precedent as per details set out in clause 12 below and the completion of the Share Purchase Transaction depends on whether every condition precedent has been completed or waived. In addition, all shareholders in SEGHPL, including BCPG (or a subsidiary of BCPG which BCPG might designate as the relevant buyer after entering into the share purchase agreement in respect of the Share Purchase Transaction and the Seller, and SEGHPL will enter into the shareholders' agreement to agree on the relationship between each shareholder in SEGHPL ("Shareholders' Agreement"), key details of which are set out in clause 13 below.

Such Share Purchase Transaction falls under the asset acquisition transaction of which the size is 15.99 pursuant to net tangible asset value basis which has the highest among all basis. In addition, after calculating all asset acquisition transaction in the past 6 months, the size of transaction is 22.58 percent pursuant to total value of consideration basis. Such transaction is therefore deemed as the acquisition of asset Class 2 which the size of transaction is equivalent to or more than 15 percent but less than 50 percent.

The Company, therefore, is obliged to comply with the Notification of the Capital Market Supervisory Board No. TorJor 20/2551 re: Rules on entering into material transactions deemed as acquisition or disposal of assets and 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 and disposal of assets 2004 (B.E. 2547) (collectively as "Acquisition and Disposal of Assets Criteria"). After agreeing to enter into the transaction, the Company is required to prepare report and disclose the detail of transaction to The Stock Exchange of Thailand with Information Memorandum 1 and deliver letters informing shareholders within 21 days after disclosing the transaction to the Stock Exchange of Thailand, such informing letter shall at least consist of the detail set out in clause 17 of to the Acquisition and Disposal of Assets Criteria.

The Company wishes to disclose the key details related to the transaction as follows:

1. Date of the Transaction

   BCPG entered into the share purchase agreement with the Seller for the Share Purchase Transaction on 25 April 2017.

2. Relevant parties and relationship with the Company

   Buyer: BCPG, the subsidiary of the Company, whose shares are held by the Company for the amount of 70.35 of the total registered capital (or the subsidiary of BCPG which BCPG might designate to become the buyer after entering into share purchase agreement between BCPG and the Seller.)

   Seller: Star Energy Investments Ltd., which the ultimate shareholder of the Seller is Mr. Prajogo Pangestu

   1 Based on the conversion rate at THB 34.52 per USD 1 on 24 April 2017, announced by the Bank of Thailand.

   The Seller is not relevant to and not a related person of BCPG and the Company, the parent company of BCPG.

   Before entering into the Share Purchase Transaction, the Seller is a shareholder in SEGHPL, holding 59.54 percent of the total issued shares of SEGHPL. If the Share Purchase Transaction is completed, the Seller will hold the remaining shares at 26.21 percent of the total issued shares of SEGHPL. SE Holdings Limited, an affiliate of the Seller, is the remaining shareholder in SEGHPL, holding 40.46 percent of the total issued shares of SEGHPL. The details of shareholding structure before BCPG enters into Share Purchase Transaction is in appendix 1 of this Information Memorandum.

3. General Characteristics of the Transaction and Size of the Transaction

4. General Characteristics of the Transaction

   BCPG is going to purchase the ordinary shares in SEGHPL, a company incorporated in Singapore and engages in the business of holding company, for the total number of 280,000 shares which is one-third (approximately 33.33 percent) of the total issued shares of SEGHPL from the Seller for not more than USD 357.5 million (equivalent to THB 12,340.9 million). The purpose of purchasing shares in SEGHPL is to invest in geothermal power plants in Indonesia which are currently operating: geothermal power plant Wayang Windu, geothermal power plant Salak and geothermal power plant Darajat. The details of shareholding structure after BCPG enter into Share Purchase Transaction is in appendix 2 of this Information Memorandum.

5. Category and Size of the Transaction

   The Share Purchase Transaction is asset acquisition transaction. The total size of the transaction is not more than USD 357.5 million which is equivalent to THB 12,340.9 million, However, the value of Thai Baht depends on the exchange rate at the time the share purchase is completed.

   After considering the size of the transaction pursuant to the asset acquisition transaction, the size of the transaction is 15.99 according to the net tangible value basis (the calculation is based on the consolidated financial statements of the Company ended 31 December 2016, which was audited by the auditor of the Company). In addition, after calculating all asset acquisition transaction in the past 6 months, the size of transaction is 22.58 percent pursuant to total value of consideration basis. Such transaction is therefore deemed as the acquisition of asset Class 2. The details of the calculation are as follows:

   No.	Transaction Size Criteria	Calculation Methodology	Size of the transaction
   1.	Net Tangible Asset Value (NTA)	NTA of SEGHPL x acquisition portion The Company's NTA	15.99 percent (THB 5,123 million/ THB 32,045 million)
   2.	Net Profit from Operation	Net Profit from Operation of SEGHPL x acquisition portion The Company's Net Profit	11.00 percent (THB 525 million/ THB 4,773 million)
   3.	Total Value of Consideration	Net consideration of the transaction paid The Company's total assets	12.12 percent (THB 12,341 million/ THB 101,783 million)
   4.	Value of Issued Securities	-	(Not required to calculate because the Company paid the share purchase price by cash)

   Note:

   The consolidated financial statements of SEGHPL as at 31 December 2016 has yet been audited by the auditors. The Company calculates the size of the transaction by using the audited consolidated financial statements of SEGHPL as at 31 December 2015 and found that the size of transaction calculating from such consolidated financial statements is smaller than relying on the consolidated financial statements as at 31 December 2016. To comply with conservative basis, the Company, therefore, relies upon the consolidated financial statements of SEGHPL as at 31 December 2016 to calculate size of transaction.

   From the above calculation basis, the highest size of the transaction, already taken into account, the asset acquisition of the Company and/or its subsidiary for the past 6 months, the size of the transaction being not more than 10.50 percent resulting in the size of this transaction being not more than 22.62 pursuant to the total value of consideration basis, which falls under the acquisition of asset Class 2 the size of which is equivalent to or more than 15 percent but less than 50 percent pursuant to the Acquisition and Disposal of Assets Criteria. The Company, therefore, is obligated to:

6. prepare report and disclose the detail of transaction to the Stock Exchange of Thailand with Information Memorandum 1; and

7. deliver letters informing shareholders within 21 days after disclosing the transaction to the Stock Exchange of Thailand, such informing letter shall at least consist of the detail set out in clause 17 of to the Acquisition and Disposal of Assets Criteria

8. Details of the Assets to Be Acquired

9. Purchased assets

Shares in SEGHPL for the total number of 280,000 shares with value of not more than USD

357.5 million (equivalent to THB 12,340.9 million) which is one-third (approximately 33.33 percent) of the total number of issued shares of SEGHPL. SEGHPL holds (through subsidiaries as per details in appendix 2 of this Information Memorandum) in geothermal power plants in Indonesia: geothermal power plant Wayang Windu, geothermal power plant Salak and geothermal power plant Darajat. After the completion of the Share Purchase Transaction, BCPG is entitled to appoint persons designated by BCPG to be 2 out of 6 directors in SEGHPL.

1. General information of the target companies

   The business of the target companies is the business of geothermal power plant in Indonesia.

2. General information of SEGHPL which BCPG directly invests in

Name of the company	Star Energy Group Holdings Pte. Ltd.
Date of incorporation	3 April 2012
Country of incorporation	Singapore
Company registration number	201208322M
Address of the head office	No. 9 Battery Road, #15-01, Straits Trading Building, Singapore 049910
Issued capital	USD 840,010,000
Paid-up capital	USD 840,010,000
Ordinary shares	840,000 shares