Glow Energy Public : Receiving of the Tender Offer for the securities of Glow Energy Public Company Limited (Form 247-4) for the delisting the securities from being listed on the Stock Exchange of Thailand (1/2)

The Board of Directors Meeting No. 6/2019 of Global Power Synergy Public Company Limited ("GPSC" or the "Tender Offeror"), held on 19 June 2019, considered and resolved to approve the plan to delist the securities of Glow Energy Public Company Limited ("GLOW" or the "Business") from being listed on the Stock Exchange of Thailand (the "Stock Exchange") by means of a tender offer for the securities of GLOW, totaling of 69,530,219 shares, representing 4.75 percent of the total issued and paid-up shares of the Business, to delist the securities of GLOW from being listed on the Stock Exchange at the offering price of THB 90.8136 per share, totaling THB 6,314.29 million. In addition, the Board of Directors resolved to approve the Tender Offeror to deliver to GLOW the letter of intention for a tender offer for the securities of GLOW to delist the securities of GLOW. At present, the Tender Offeror is a major shareholder of GLOW, directly and indirectly holding 1,393,334,816 shares in GLOW, representing 95.25 percent of the total issued and paid-up shares of GLOW.

In making the tender offer to delist the securities of GLOW from being listed on the Stock Exchange, the Tender Offeror will make the tender offer at the offering price of THB 90.8136 per share whereby the Tender Offeror is able to adjust the offering price if: (1) GLOW distributes dividend to its shareholders; (2) GLOW changes the par value of its shares which results in an increase or decrease in the number of shares; (3) GLOW grants the rights to purchase the newly-issued shares or issuance of the transferrable subscription rights for a capital increase to the existing shareholders in proportion to the existing number of shares held by them in accordance with Clause 40 of the Notification of Capital Market Supervisory Board No. TorChor. 12/2554 Re: Rules, Condition and Procedures for the Acquisition of Securities for Business Takeovers (including any amendment thereto) (the "Notification TorChor. 12/2554").

In this regard, the Tender Offeror will make a tender offer for all of the securities of GLOW to delist the securities of GLOW from being listed on the Stock Exchange after all of the following conditions precedent are fully satisfied:

1. The shareholders' meeting of GLOW resolves to approve the delisting of the securities of GLOW from being listed on the Stock Exchange with the votes of not less than three-fourths of the total issued shares of GLOW, and there must not be shareholders opposing the delisting exceeding 10 percent of the total issued shares of GLOW; and
2. The delisting of the securities of GLOW from the Stock Exchange must be approved and/or obtained waiver from the relevant agencies, including the Stock Exchange, financial institutions, and other contractual parties, in accordance with relevant agreements (in the case of necessity).

At the present, the conditions precedent for the making of the Tender Offer are fully satisfied in all respects, that is, the shareholders' meeting of GLOW has resolved to approve the delisting of the securities of GLOW from being listed on the Stock Exchange on 13 August 2019 and the Tender Offeror has received a letter approving the delisting of the securities of GLOW from being listed on the Stock Exchange on 23 August 2019. Thus, the Tender Offeror intends to make a tender offer for all securities of GLOW to delist GLOW from being listed on the Stock Exchange.

By this Letter, The Siam Commercial Bank Public Company Limited and Phatra Securities Public Company Limited, as the Tender Offer Preparers, would like to submit the Tender Offer for Securities of the Business (Form 247-4) along with supporting documents to the Office of the Securities and Exchange Commission, the Stock Exchange, and the directors and securities holders of the Business to support their consideration on the Tender Offer.

Yours Sincerely,

Veena Lertnimitr

(Ms. Veena Lertnimitr)

Executive Vice-President

Head of Investment Banking

The Siam Commercial Bank Public Company Limited