Glow Energy Public : Submission of the Opinion of the Company on the Tender Offer (Form 250-2) and Opinion of the Independent Financial Advisor on the Tender Offer

Opinion of the Company on the Tender Offer (Form 250-2)

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Opinion of the Company on the Tender Offer (Form 250-2)

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 opinion of the Company on the Tender Offer. The Thai language version of 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.

Opinion of the Company on the Tender Offer

15 October 2019

On 24 September 2019, Glow Energy Public Company Limited ("GLOW" or the "Company") received a copy of the Tender Offer for all the securities of GLOW ("Form 247-4") from Global Power Synergy Public Company Limited (the "Tender Offeror" or "GPSC"), the details in which are presented as follows:

Remarks :

1/ On the Tender Offer Filling Date, the Company had only one type of securities which was ordinary shares from the issued and paid-up capital totaling 1,462,865,035 shares with a par value of 10.00 Baht per share. The Tender Offerer is directly and indirectly holding 1,393,334,816 shares in the Company, representing 95.25% of the total issued and paid-up shares of the Company.

2/The offer price of THB 90.8136 per share (the "Offer Price") is a final offer which will not be changed unless it falls under conditions specified in "Conditions of Change in the Tender Offer" of this document. In addition, the shareholders who accept the Tender Offer (the "Offeree") are subject to a brokerage fee of 0.25% of the Offer Price and value added tax of 7.00% of the brokerage fee. Therefore, the net price to be received by the Offeree will be THB 90.57067362 per share.

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Opinion of the Company on the Tender Offer (Form 250-2)

Offer Price

The Tender Offeror is offering to purchase the ordinary shares of the Company at THB 90.8136 per share, in which is the price not lower than the highest price calculated based on the criteria specified under the Notification of the Capital Market Supervisory Board No. TorChor. 12/2554 re; Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers (including any amendment thereto) ("TorChor. 12/2554"). The Tender Offeror will make payment for the tendered shares in cash.

Shareholders who accept the Tender Offer are subject to a brokerage fee of 0.25% of the Offer Price and value added tax of 7.00% of the brokerage fee. Therefore, the net price to be received by the Offeree will be THB 90.57067362 per share.

Pursuant to the Revenue Code of Thailand, unless specifically exempted under the terms of an applicable double tax treaty, in case that the Offeree is a foreign juristic person not operating any business in Thailand and not residing in a country which has a double tax treaty with Thailand, or residing in a country which has a double tax treaty with Thailand but such double tax treaty does not exempt such foreign juristic person from withholding tax on capital gains realized from the sale of securities in Thailand, such Offeree is subject to a deduction of 15.00% withholding tax on the capital gains from the sale of securities, i.e., the difference between the Offer Price After Reducing the Dividend Amount and the original cost which the Offeree has paid for the tendered securities. The Offeree must declare the original cost of such tendered securities to Phatra Securities Public Company Limited (the "Tender Offer Agent"). In the event that any Offeree fails to declare such original cost, or does not submit the proper evidence thereof, together with the Confirmation of Securities Cost Form, to the Tender Offer Agent, the Tender Offer Agent will deduct the withholding tax which will be calculated on the basis of the Offer Price multiplied by the total number of shares of the Company or of the NVDR intended to sell by the Offeree.

Offer Period

The Offer Period will be a total of 45 business days, from 25 September 2019 to 28 November 2019 (the "Offer Period") during the office hours of the Tender Offer Agent, from 9:00 a.m. to 4:00 p.m. The Offer Period is the final period which will not be extended unless upon the occurrence of the following events or actions:

Conditions of change in the Tender Offer

• The Tender Offeror may reduce the Offer Price or extend the Offer Period in case of occurrence of any event or action during the Offer Period, causing material damages to the status or assets of the Company.
• The Tender Offeror may change the offer or extend the Offer Period to compete with another offeror who has submitted a tender offer for shares of the Company during the Offer Period.

Conditions for cancellation of the Tender Offer

The Tender Offeror may cancel the Tender Offer upon the occurrence of one or more of the following

events:

• any event or act occurring after the submission of the Tender Offer to the Office of the Securities and
  Exchange Commission (the "SEC") but within the Offer Period, which causes or may cause material damage to the status or the assets of the Company, where such event or action has not resulted from the acts of the Tender Offeror or any act for which the Tender Offeror is responsible; or
• any occurrence of any event that ceases the requesting for delisting of GLOW's securities from being listed on the Stock Exchange of Thailand ("SET").

The Offer Period that the securities holders can revoke their intention to sell

The Offeree is able to revoke its intention to sell shares at the office of the Tender Offer Agent from 25 September 2019 to 24 October 2019 on every business day of the Tender Offer Agent during the hours of 9:00 a.m.

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