Glow Energy Public : Submission of amendment to the Opinion of the Company on the Tender Offer (Form 250-2) and amendment to the Opinion of the Independent Financial Advisor on the Tender Offer of Glow Energy Public Company Limited (1st Amendment)

บริษัท โกลว์ พลังงาน จ ากัด (มหาชน)

GLOW ENERGY PUBLIC COMPANY LIMITED

1 Empire Tower, 38th Floor - Park Wing, South Sathorn Road, Yannawa, Sathorn, Bangkok 10120, Thailand Tel: +66 (0) 2670 1500 • Fax: +66 (0) 2670 1548 ~ 9 • Web: www.glow.co.th

Ref: GEN/FIR-L-19-065

Enclosure: 1) Amendment to the Opinion of the Company on the Tender Offer (Form 250-2)

2)Amendment to the Opinion of the Independent Financial Advisor on the Tender Offer of Glow Energy Public Company Limited

As Glow Energy Public Company Limited (the "Company") has submitted the Opinion of the Company on the Tender Offer (Form 250-2) and the Opinion of the Independent Financial Advisor on the Tender Offer dated 5 April 2019, the Company hereby submits the amendment to the Opinion of the Company on the Tender Offer (Form 250-

2)and the amendment to the Opinion of the Independent Financial Advisor on the Tender Offer of Glow Energy Public Company Limited (1st Amendment) to the Stock Exchange of Thailand with the details as enclosed.

Please be informed accordingly.

Sincerely yours,

Ms. Sirobon Boontaworn

Chief Finance Officer

Authorized Person for Publishing Information

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(Translation)

"This English translation is prepared solely for the convenience of foreign shareholders of Glow Energy Public Company Limited and should not be relied upon as the definitive and official amendment to the Opinion of the Company on the Tender Offer. The Thai language version of the amendment to the Opinion of the Company on the Tender Offer is the definitive and official document and shall prevail in all respects in the event of any inconsistency with the English translation."

Amendment to the Opinions of the Company on the Tender Offer of

Glow Energy Public Company Limited (No.1)

Additional information is underlined, and the deleted information is struck through as follows;

1.Section 1.6 The Board of Directors as at the Tender Offer Date and Potential Structure after the Tender Offer

Original

1.6Board of Directors

The Board of Directors as at the Tender Offer Date and after the Tender Offer.

The Board of Directors as of 18 March 2019

Remarks:

1/Appointed to be the Director at the Board of Directors' Meeting of the Company No. 7/2019 held on 14 March 2019

2/Appointed to be the Director at the Board of Directors' Meeting of the Company No. 8/2019 held on 15 March 2019

3/Submitted resignation letter from directorship of the Company which will be effective on 23 April 2019 and the Board of Directors' Meeting of the Company No. 8/2019 held on 15 March 2019 acknowledged their intention to resign from directorship and acknowledge the resignation of Mr. Jan Franciscus Maria Flachet and Mr. Benoit Rene Mignard which was effective on 18 March 2019. In this regard, the Board of Directors' Meeting of the Company No. 8/2019 resolved to propose to the 2019 Annual General Meeting of shareholders, to be held on 23 March 2019, to appoint the following persons to replace the resigning

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(Translation)

directors: (1) Mr. Chawalit Tippawanich (to replace Mr. Jan Franciscus Maria Flachet and (2) Mr. Somkiat Masunthasuwun (to replace Mr. Benoit Rene Mignard) (3) Mr. Payungsak Chartsutipol (to replace Mr. Kowit Chuengsatiansup) and (4) Mrs. Patareeya Benjapolchai (to replace Mrs. Supapan Ruttanaporn).

The prospective Board of Directors after the Tender Offer

After completion of the Tender Offer, the Offeror may make a change to the Board of Directors of the Company. In the event that the Offeror has to appoint additional new directors or replace the directors who resign or have completed their term of office or for any other reasons, the Offeror shall appoint the new directors as deemed appropriate and reasonable and in compliance with relevant laws and regulations.

Revision

1.6Board of Directors

The Board of Directors as at the Tender Offer Date and after the Tender Offer.

The Board of Directors as of 18 March 2019

Remarks:

1/Appointed to be the Director at the Board of Directors' Meeting of the Company No. 7/2019 held on 14 March 2019 2/Appointed to be the Director at the Board of Directors' Meeting of the Company No. 8/2019 held on 15 March 2019 3/Submitted resignation letter from directorship of the Company which will be effective on 23 April 2019 and the Board of Directors' Meeting of the Company No. 8/2019 held on 15 March 2019 acknowledged their intention to resign from directorship and acknowledge the resignation of Mr. Jan Franciscus Maria Flachet and Mr. Benoit Rene Mignard which was effective on 18 March 2019. In this regard, the Board of Directors' Meeting of the Company No. 89/2019 resolved to propose the appointment of the new directorsto the 2019 Annual General Meeting of shareholders, to beheld on 23 March 2019. The 2019 Annual General Meeting of shareholders approvedto appoint the following persons to replace the resigning directors: (1) Mr. Chawalit Tippawanich (to replace Mr. Jan Franciscus Maria Flachet and (2) Mr. Somkiat Masunthasuwun (to replace Mr. Benoit Rene Mignard) (3) Mr. Payungsak Chartsutipol (to replace Mr. Kowit Chuengsatiansup) and (4) Mrs. Patareeya Benjapolchai (to replace Mrs. Supapan Ruttanaporn).

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(Translation)

The prospective Board of Directors after the Tender Offer

After completion of the Tender Offer, the Offeror may make a change to the Board of Directors of the Company. In the event that the Offeror has to appoint additional new directors or replace the directors who resign or have completed their term of office or for any other reasons, the Offeror shall appoint the new directors as deemed appropriate and reasonable and in compliance with relevant laws and regulations. In addition, the Offeror may nominate its representative as the directors (who are not independent directors) with suitable number in relation to the Offeror's shareholding percentage in the Company after the completion of the Tender Offer. This will be subject to the result of the Tender Offer and may include proposal for the Company to consider the adjustment of number of directors as appropriate by considering the necessity for the business operation of the Company.

2.Section 4.3.1 The Company's Status

Original

4.3.1 The Company's Status

After the completion of the Tender Offer resulting in the Offeror to hold directly and indirectly, more than or equivalent to 80.00 percent of the total issued shares of the Company, the Offeror has a plan to delist the securities of the Company from the SET within the period of 12 months after the end of the Tender Offer period. After completion of the delisting, the status of the Company as a listed company on the SET shall be terminated; however, the Company will remain in operation.

However, after the completion of the Tender Offer resulting in the Offeror to hold, directly and indirectly, less than 80.00 percent of the total issued shares of the Company but the shareholding of the Offeror in the Company is high enough that the Offeror can be ensured that the delisting plan of the Company would obtain the approval from the shareholders' meeting of the Company in accordance with the delisting regulations of SET, the Offeror then intends to further proceed with delisting plan.

Opinion of the Board of Directors of the Company

The Company's Board of Directors is of an opinion that the Offeror's plan to delist the Company from the SET will affect the Company and shareholders of the Company. The Company will no longer benefit from being a listed company, for instance, fund raising opportunities from the public. Shareholders, on the other hand, will be affected as follows:

1)The Company's shares will lack of liquidity in trading as there will be neither secondary market nor reference market price. In addition, shareholders who are natural persons will not be exempted from capital gain tax.

2)The shareholders will have limited access to information from the Company as, after being delisted from the SET, the Company will not be required to comply with the SET notification regarding guidelines on information disclosure of a listed company. However, rights of shareholders such as rights to attend shareholders meeting and rights to receive the dividends will be unaffected.

Therefore, the Tender Offer provides minority shareholders an alternative to reduce potential risks or impacts which could result above.

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