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

- Translation -

Opinion of the Company on the Tender Offer

(Form 250-2)

of

Glow Energy Public Company Limited

The Offeror

Global Power Synergy Public Company Limited

Independent Financial Advisor

Jay Capital Advisory Limited

5 April 2019

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

Table of contents

		Page
1.	Status of the Company relating to the past and anticipated performance and	4
	assumptions used in the projection
2.	Opinion on the accuracy of the Company's information in the Tender Offer Document	19
3.	Any relationship or agreement between the Company's directors and the Offeror	19
	whether done personally or by the status of directors or the representative of the
	Offeror which includes the holding of shares in the Offeror's company and any contract
	or understanding or agreement between each other in such transaction (such as
	management etc.).
4.	Opinion of the Board of Directors of the Company to the shareholders	20
5.	Opinion of the Independent Financial Advisor	24

1

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

5 April 2019

To	Shareholders of Glow Energy Public Company Limited

On 22 March 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 "Offeror" or "GPSC"), the details in which are presented as follows:

				Number of offered						Percentage of offered
				securities						securities						Offer			Total
										To the total			Total
																price per
	Type of securities									paid-up			voting						tender offer
				Shares			Voting									unit
										securities of			rights of						value (THB)
				/Units			rights									(THB)
										the			the
										Company 1/			Company
Ordinary shares			451,889,002			451,889,002			30.89			30.89			91.99062/			41,569,540,427.38
Preferred shares			-			-			-			-			-			-
Warrants			-			-			-			-			-			-
Convertible			-			-			-			-			-			-
debentures
Other securities			-			-			-			-			-			-
(if any)
										Total			30.89			Total			41,569,540,427.38

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.

2/ The Offer Price at THB 91.9906 per share will be reduced by the amount of remaining 2018 dividend to be paid by the Company at the rate of THB 1.177 per share. Therefore, the Offer Price after reducing the dividend amount will be THB 90.8136 per share. Moreover, the Offer Price of THB 91.9906 per share was adjusted from the original price of THB 96.50 per share under the Amendment to Share Purchase Agreement dated 8 March 2019.

Offer Price

The Offeror is offering to purchase the ordinary shares of the Company at THB 91.9906 per share (the "Offer Price"), which will be reduced by the amount of the remaining 2018 dividend pursuant to the resolution of the 2019 Annual General Meeting of Shareholders of the Company. In this regard, the Board of Directors' Meeting of the Company held on 18 March 2019 resolved to approve and propose to the 2019 Annual General Meeting of Shareholders of the Company which is to be held on 23 April 2019 to consider and approve the 2018 annual dividend of the Company at THB 2.785 per share. In this regard, after deducting the 2018 interim dividend at THB 1.608 per share, which was paid to shareholders on 20 July 2018, the Company shall pay the remaining dividend at THB 1.177 per share to shareholders of the Company on 17 May 2019. The Record Date to determine the list of shareholders eligible to receive the dividend is set to be on 3 May 2019. Hence, if the 2019 Annual General Meeting of Shareholders approves the dividend at such amount, the Offer Price after reducing such dividend will be THB 90.8136 per share (the "Offer Price After Reducing the Dividend Amount"). The Offeror will make payment for the tendered

2

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

shared in cash. Shareholders who accept the Tender Offer (each an "Offeree") are subject to a brokerage fee of 0.25% of the Offer Price After Reducing the Dividend Amount 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 (the "Net Offer Price") which is the final price.

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 percent 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 determine the amount of withholding tax on the basis of the entire proceeds to be received by the Offeree from the sale of share, and will deduct the tax accordingly.

Offer Period

The Offer Period will be a total of 35 business days, from 25 March 2019 to 17 May 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:

The Offeror may reduce the Offer Price or extend the Offer Period in the case of occurrence of any event or action during the Offer Period, causing material damages to the status or assets of the Company.

The 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 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 Offeror or any act for which the Offeror is responsible; or

any act conducted by the Company after the submission of the Tender Offer to the SEC but within the Offer Period, which causes or may cause a significant decrease in the value of the ordinary shares of the Company; or

any act conducted by the Company which is likely to affect the Tender Offer as specified in the Notification of the Capital Market Supervisory Board No. Tor Chor. 14/2554 Re: Acts or Omission to Act Which is Likely to Affect Tender Offer of Company dated 25 July 2554 (2011)(as amended).

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 March 2019 to 10 May 2019 on every business day of the Tender Offer Agent during the hours of 9:00 a.m. to 4:00 p.m., totaling 30 business days.

3