Glow Energy Public : Receiving of the Tender Offer for the securities of Glow Energy Public Company Limited (Form 247-4)

บรษิ ทั โกลว์ พลงั งาน จากดั (มหาชน)

GLOW ENERGY PUBLIC COMPANY LIMITED

1 Empire Tower, 38th Floor - Park Wing, South Sathorn Road, Yannawa, Sathorn, Bangkok 10120, Thailand Tel: [phone] • Fax: [phone] ~ 9 • Web:www.glow.co.th

Ref: GEN/FIR-L-19-039

22 March 2019

Re:Receiving of the Tender Offer for the securities of Glow Energy Public Company Limited (Form 247-4)

To:

The President

The Stock Exchange of Thailand

Enclosure: Copy of the Tender Offer for the securities of Glow Energy Public Company Limited (Form 247-4)

Glow Energy Public Company Limited (the "Company") would like to announce that today (22 March 2019) the company has received the Tender Offer for the securities of Glow Energy Public Company Limited (Form 247-4) from Global Power Synergy Public Company Limited (the "Tender Offeror"). The details of which can be found in the attachment.

Please be informed accordingly.

Sincerely yours,

Mr. Pajongwit Pongsivapai Chief Executive Officer

Authorized Person for Publishing Information

Page 1 of 1

- Translation -

Tender Offer for Securities

(Form 247-4)

Of

Glow Energy Public Company Limited

By

Global Power Synergy Public Company Limited

(The Tender Offeror)

The Siam Commercial Bank Public Company Limited

And

Phatra Securities Public Company Limited

(Tender Offer Preparers)

Phatra Securities Public Company Limited

(Tender Offer Agent)

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

(Translation)

22 March 2019

Subject: To:Submission of the Tender Offer for the Securities of Glow Energy Public Company Limited Secretary-General, The Office of The Securities and Exchange Commission (the "SEC") President, The Stock Exchange of Thailand (the "SET")

Board of Directors and Securities Holders of Glow Energy Public Company LimitedEnclosed: Tender Offer for the Securities of Glow Energy Public Company Limited (Form 247-4)

The Extraordinary General Meeting of Shareholders No. 1/2018 of Global Power Synergy Public

Company Limited ("GPSC" or the "Tender Offeror"), convened on 24 August 2018, resolved to approve the entering into of the direct and indirect acquisition of shares of Glow Energy Public Company Limited ("GLOW" or the "Business") in the total of 1,010,976,033 shares, equivalent to 69.11 percent of the total issued shares of the Business and representing 69.11 percent of the total voting rights in the Business, and to make a tender offer for the remaining shares of the Business in the total of 451,889,002 shares (equivalent to 30.89 percent of the total issued shares of the Business and representing 30.89 percent of the total voting rights of GLOW).

On 20 June 2018, GPSC and Engie Global Developments B.V. ("Engie" or the "Seller") entered into the Share Purchase Agreement (the "SPA") to purchase and sell shares of GLOW both directly and indirectly in the total of 1,010,976,033 shares, equivalent to 69.11 percent of the total issued shares of GLOW. The direct and indirect acquisition of GLOW shares is collectively referred to as the "Share Purchase Transaction". In addition, GPSC and the Seller have executed the Amendment to the SPA dated 27

December 2018 and 8 March 2019, whereby the additional conditions precedent of the SPA were included to be in accordance with the conditions required by the Energy Regulatory Commission (the "ERC"), and the purchase price was adjusted as agreed by the parties to the price of THB 91.9906 per share1.

Under the terms and conditions of the SPA (including the Amendment to the SPA), the Share Purchase Transaction will occur after the following conditions precedent have been fully satisfied, which are (1) GPSC has obtained approval from its shareholders meeting to enter into the Share Purchase Transaction; and (2) GPSC has obtained the relevant approval from the ERC with respect to the entering into of the Share Purchase Transaction and GLOW has completed the sale of GLOW SPP1 Company Limited.

On 24 August 2018, GPSC has obtained approval from its Extraordinary General Meeting of the Shareholders No.1/2018 to enter into the Share Purchase Transaction, and on 15 January 2019, GPSC has obtained approval from the ERC with respect to the entering into of the Share Purchase Transaction with conditions that GLOW has to complete the sale of GLOW SPP1 Company Limited before or at the same time

1

The purchase price is reduced from the offered price by THB 4.5094 per share (the initial offered price was THB 96.50 per share) as (1) the Board of

Directors Meeting of GLOW, convened on 22 June 2018, resolved to approve the dividend payment to the shareholders of GLOW at the price of THB 1.608 per share, the share price of GLOW shares under the SPA (which is THB 96.50 per share) is reduced to THB 94.892 per share which is the amount equivalent to the dividend paid per share of GLOW at the rate of THB 1.608 per share. In addition, under the Amendment to the SPA dated 8 March 2019,

GPSC and the Seller have agreed to adjust the purchase price from THB 94.892 per share to THB 91.9906 per share (which may be further reduced to the amount equivalent to the dividend paid per share of GLOW, if GLOW determines the rights of its shareholders to receive dividend payment prior to the satisfaction of all the conditions precedent)

as the merger of the Tender Offeror and GLOW, and on 8 March 2019, GPSC has received an official written letter from the ERC, notifying the resolution of the ERC's meeting No.16/2019, which approved the merger between GPSC and GLOW as GLOW has completely fulfilled the conditions precedent before or at the same time as the merger. In this regard, on 13 March 2019, GLOW completed the sale of GLOW SPP1 Company Limited. Therefore, as both conditions precedent (1) and (2) have been fully satisfied, the Tender Offeror is obliged to submit the Announcement of Intention to Make a Tender Offer (Form 247-3) to the Securities and Exchange Commission (the "SEC") within the following business day after the date on which the conditions precedent (1) and (2) have been fully satisfied (which is on 14 March 2019) and to submit the Tender Offer for Securities (Form 247-4) to the SEC within seven business days from the date on which Form 247-3 is required to be submitted (which is on 25 March 2019) along with executing the Mandatory Tender Offer in accordance with the criteria and conditions prescribed under the Notification of Capital Market Supervisory Board No. TorChor. 12/2554 Re: Rules, Condition and Procedures for the Acquisition of Securities for Business Takeovers dated 13 May 2554 (2011) (as amended) ("TorChor. 12/2554").

However, on 14 March 2019, the Seller has transferred, both direct and indirect, the 69.11 percent of the total issued shares of the Business to the Tender Offeror, and the Tender Offeror had made the payment for such shares to the Seller.

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

Yours Sincerely,

- Ms. Veena Lertnimitr -

(Ms. Veena Lertnimitr)

Head of Investment Banking

The Siam Commercial Bank Public Company Limited

- Mr. Norachet Sangruji -	- Mr. Trairak Tengtrirat -
(Mr. Norachet Sangruji)	(Mr. Trairak Tengtrirat)
Director	Director

Phatra Securities Public Company Limited