Glow Energy Public : Right of minority shareholders to propose agenda and nominate director for Annual General Meeting of Shareholders (AGM) for the year 2019

No. GEN-CAF-SET-L-19-001

4 January 2019

Subject: Right of minority shareholders to propose agenda and nominate director for Annual General Meeting of Shareholders (AGM) for the year 2019

To: President of the Stock Exchange of Thailand

Attachment: Procedures for minority shareholders to propose agenda items and director nominees for

Shareholders Meetings

Glow Energy Public Company Limited (the "Company" or "Glow") is pleased to announce that under the Company's Corporate Governance Policy and in accordance with the guidelines of Good Corporate Governance, the Company is providing an opportunity, from now until 31 January 2019, for minority shareholders to propose the following matters:

•  Agenda for 2019 Annual General Meeting of Shareholders; and

•  Candidates to be nominated and elected as director of the Company at the 2019 Annual General Meeting of Shareholders.

The Company has the procedures for which the minority shareholders may propose the agenda and nominate the candidate, and the criteria for the Board of Directors to consider and approve whether or not such agenda and/or candidate shall be included for consideration at the AGM (as attached).

Please be informed accordingly.

Sincerely yours,

Ms. Duangporn Kijlertbunjong Company Secretary

Authorized Person for Publishing Information

GLOW ENERGY PUBLIC COMPANY LIMITED

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

(14)Procedures for Minority Shareholdersto Propose Agenda Items and DirectorNominees for Shareholders Meetings

In compliance with principles of good corporate governance, in order to maximize transparency and to ensure equitable treatment of all Shareholders, GLOW Group established procedures to provide opportunity for the minority Shareholders to propose agenda items for the Shareholders Meetings, including the opportunity to nominate candidates for GLOW Group's Board of Directors.

The procedures are described herewith.

(1.1)General Rules

(1.1.1)

Shareholder Qualification

The Shareholders who wish to propose an agenda item or a Director Nominee shall possess qualifications according to the criteria as follows:

•  Being the Shareholder of GLOW Group, which is permitted to be either one (1) individual Shareholder or a combined group of Shareholders.

•  Holding minimum shares of not less than 1% of all the shares.

•  Continuously holding those shares for at least one (1) year by the date the Shareholder proposes the agenda item or the Director Nominee.

(1.1.2)Proposals that shall not be considered as the Agenda of the Shareholders Meeting

The following proposals shall not be considered on the agenda of the Shareholders Meeting:

•  A proposal that violates applicable laws/regulations of the government authorities, or regulatory or relevant agencies, or actions not in compliance with the GLOW Group's Articles of Association and corporate objectives, the resolutions of Shareholders Meeting and the good corporate governance of GLOW Group.

•  A proposal that is beneficial for a specific person or group.

•  A proposal that is not under the authority of GLOW Group Management, except those that are likely to cause material impact on Shareholders in general.

•  A proposal that GLOW Group has already implemented.

•  A proposal that is beyond the control of GLOW Group.

•  A proposal that Shareholders already proposed in a Shareholders Meeting within the past twelve (12) months, given that the factual events have not changed significantly.

•  A proposal that has incomplete or incorrect information provided by the Shareholder.

•  A proposal from Shareholders who are not fully qualified as specified in "Shareholder Qualification" stated above.

(1.2)Procedure to Propose Agenda Item

(1.2.1)

Consideration Procedure

•  The Shareholder, who possesses qualification according to "Shareholder Qualification" stated above, shall submit the original "Form A: Form to Propose Agenda Items for Shareholders

  Meeting" to the Board of Directors. Unofficial copies shall be permitted to send via facsimile to 02-670-1548, or through a GLOW Group contact person's email address [e-mail],or via GLOW's Internet website atwww.glow.co.th, before sending the original to the Board of Directors.

  In this regard, the original with the Shareholder's signature, the evidence of shares held (namely, the certified letter of the securities company or other evidences of the SET), together with any supporting document which is likely to be beneficial for the Board of Directors consideration shall be delivered to GLOW Group within Jan/31st in order to allow the Board of Directors adequate time for consideration.

•  If one or more Shareholders unify to propose an agenda item to the Board of Directors, the first Shareholder shall fill "Form A" completely, and affix his/her fullname as evidence. The rest of the Shareholders shall fill Part [1] and Part [2] of "Form A" completely, and affix their fullnames as evidence separately, then gather each of those "Form A", the evidence of shares held, together with any supporting documents into one set to propose to the Board of Directors. The alterative way is to send the proposal unofficially before submitting the original as described above.

•  If one or more Shareholders unify to propose more than one agenda items, the Shareholders shall fill "Form A" separately (1 "Form A" per 1 agenda item), or send the proposal unofficially before submitting the original as described above.

•  GLOW Group's Company Secretary shall initially review the proposal for the Board of Directors as below:

  •  If the information provided is incomplete or incorrect, then GLOW Group's Company Secretary shall notify the Shareholders within Feb/10th (if weekend or public holiday, on the next business day). If the Shareholder fails to correct and submit the original to GLOW Group within Feb/18th (if weekend or public holiday, on the next business day), then GLOW Group's Company Secretary shall notify the Shareholders that the proposal is to be excluded.

  •  If the Shareholders are not considered fully qualified according to "Shareholder Qualification" stated above, then GLOW Group's Company Secretary shall notify the Shareholders within Feb/10th (if weekend or public holiday, on the next business day) that proposal is to be excluded.

  •  GLOW Group's Company Secretary shall submit the proposals that pass above criteria to the Board of Directors Meeting prior to the Annual General Meeting of Shareholders.

•  The Board of Directors shall consider the proposal according to the criteria described above.

•  The Board of Directors judgment shall be final.

•  The proposal approved by the Board of Directors along with the Board of Directors opinion shall be included in the Agenda of the Shareholders Meeting Notice. For the proposals rejected by the Board of Directors, the GLOW Group's Company Secretary shall inform the Shareholders with the reason of the Board of Directors refusal through the SET's channel after the Board Meeting.

  Such information shall also be posted on the GLOW Group's Internet website, and announced to all Shareholders formally in the Shareholders Meeting.

(1.3)Procedure to Propose Director Nominee

(1.3.1)

Director Qualification

•  Having the qualification in accordance with the Public Company Act, the Securities and Exchange Act, relevant laws/regulations and guidelines of the SET, and GLOW Group's Principles of Corporate Governance.

•  Being knowledgeable, capable, independent, dedicated, and healthy (mentally and physically), and be able to perform Director's duties with care and loyalty.

•  Being able to attend the Board Meetings regularly, study meeting agendas in advance, and productively participate in the meeting in a straightforward manner. Reputable businesspersons of integrity and professional references also qualify as Director Nominees.

•  Having the skill of industry knowledge, accounting & finance, management skill, international business, business strategy, crisis management, corporate governance and/or law.

•  Not serving on too many other Boards of Directors.

(1.3.2)Consideration Procedure

•  The Shareholder, who possesses qualification according to "Shareholder Qualification" and "Director Qualification" stated above, shall submit the original "Form B: Form to Propose Director Nominees" to the Board of Directors. Unofficial copies shall be permitted to send via facsimile to 02-670-1548, or through a GLOW Group contact person's email address [e-mail],or via GLOW's Internet website atwww.glow.co.th, before sending the original to the Board of Directors. In this regard, the original with the Shareholder's signature, the evidence of shares held (namely, the certified letter of the securities company or other evidences of the SET), together with any supporting document which is likely to be beneficial for the Board of Directors consideration shall be delivered to GLOW Group within Jan/31st in order to allow the Board of Directors adequate time for consideration.

•  In addition, the following supporting documents shall also be submitted about the Director Nominee.

  

  The evidence of Director Nominee's consent.

   Supporting documents on Director Nominee's qualification (e.g., education and work experience, CV).

   Other supporting documents beneficial for Board of Directors consideration.

•  If one or more Shareholders unify to nominate a Director to the Board of Directors, the first Shareholder shall fill "Form B" completely, and affix his/her fullname as evidence. The rest of the

  Shareholders shall fill Part [1] and Part [2] of "Form B" completely, and affix their fullnames as evidence separately, then gather each of those "Form B", the evidence of shares held, together with any supporting documents into one set to propose to the Board of Directors. The alterative way is to send the proposal unofficially before submitting the original as described above.

•  If one or more Shareholders unify to nominate more than one Director Nominee, the

  Shareholders shall fill "Form B" separately (1 "Form B" per 1 Director Nominee), or send the proposal unofficially before submitting the original as described above.

•  GLOW Group's Company Secretary shall initially review the Director Nominee for the Board of

  Directors as below:

  •  If the information provided is incomplete or incorrect, then GLOW Group's Company Secretary shall notify the Shareholders within Feb/10th (if weekend or public holiday, on the next business day). If the Shareholder fails to correct and submit the original to GLOW Group within Feb/18th (if weekend or public holiday, on the next business day), then GLOW Group's

    Company Secretary shall notify the Shareholders that the Director Nominee is to be excluded.

  •  If the Shareholders are not considered fully qualified according to "Shareholder Qualification" stated above or the Director Nominee is not fully qualified according to "Director Qualification"

    stated above, then GLOW Group's Company Secretary shall notify the Shareholders within Feb/10th (if weekend or public holiday, on the next business day) that proposal is to be excluded.

  •  GLOW Group's Company Secretary shall submit the proposals that pass above criteria to the

    Board of Directors Meeting prior to the Annual General Meeting of Shareholders.

•  The Board of Directors shall consider the Director Nominee according to the criteria described above.

•  The judgment of Board of Directors shall be final.

•  The Director Nominee approved by the Board of Directors along with the Board of Directors opinion shall be included in the Agenda of the Shareholders Meeting Notice. For the Director Nominee rejected by the Board of Directors, the GLOW Group's Company Secretary shall inform

  the Shareholders with the reason of the Board of Directors refusal through the SET's channel after the Board Meeting. Such information shall also be posted on the GLOW Group's Internet

  website, and announced to all Shareholders formally in the Shareholders Meeting.