PTT Global Chemical : Notification of Disposal of Shareholding in Global Power Synergy Public Company Limited, and Call for the EGM No. 1/2021

(Translation)

Ref. No. 01 - 098/2021

April 22,20 21

Subject	Notification of Disposal of Shareholding in Global Power Synergy Public
	Company Limited, and Call for the EGM No. 1/2021
Attention	President of the Stock Exchange of Thailand
Enclosure	Information Memorandum of PTT Global Chemical Public Company Limited
	regarding Disposition of Assets and Connected Transaction

PTT Global Chemical Public Company Limited (the "Company") would like to inform that the Extraordinary Meeting of the Board of Directors No. 2/2021, held on April 22, 2021, has approved material matters with the details as follows:

1. Approved the Company to sell ordinary shares in Global Power Synergy Public Company Limited ("GPSC") having a par value of Baht 10 per share to (a) PTT Public Company Limited ("PTT") in the number of 305,000,000 shares, which is equivalent to 10.82 percent of the total issued and paid-up shares of GPSC and (b) Siam Management Holding Company Limited ("SMH") in the number of 53,936,756 shares, which is equivalent to 1.91 percent of the total issued and paid-up shares of GPSC, totaling 3 5 8 ,9 3 6 ,7 5 6 shares, which is equivalent to 12.73 percent of the total issued and paid-up shares of GPSC, at Baht 71.0 per share which has been considered based on GPSC's consolidated financial statements as of December 31, 2020. However, as the 2021 Annual General Meeting of Shareholders of GPSC held on April 2, 2021 has approved the dividend payment for the second half of 2020 at Baht 1.00 per share with dividend payment date on April 21, 2021, the adjusted price after such dividend payment is at Baht 70.0 per share in the total amount of approximately Baht 25,126 million. However, such amount may be adjusted to reflect the effect from dividend payment of GPSC and income tax of the relevant parties associated with the dividend payment (if any) by not more than Baht 30 million (the "Share Sale Transaction") and approved that the Company to enter into a share sale and purchase agreement with both PTT and SMH.

The Share Sale Transaction is considered the following transactions:

1. a connected transaction (asset or service related transactions) pursuant to the Notification of the Capital Market Supervisory Board No. Tor. Jor. 21/2551 re: Requirements on the Conclusion of Connected Transactions, dated August 31, 2008 (as amended), and the Notification of the Board of Governors of the Stock Exchange of Thailand re: Disclosure of Information and Operations of the Listed Company regarding Connected Transactions, B.E. 2546, dated November 19, 2003 (as amended) (the "Connected Transaction Notifications") as (i) it is the sale of the shares in GPSC to PTT, which is a major shareholder of the Company and therefore it is considered a connected transaction having the maximum size of 8.3 percent of the net tangible assets of the Company when calculating from the consolidated financial statements of the Company and the relevant companies ended December 31, 2020; and (ii) it is a sale of the shares

in GPSC to SMH, which is a related person of PTT and a juristic person having PTT as its major shareholder and therefore it is considered a connected transaction having the maximum size of 1.5 percent of the net tangible assets of the Company when calculating from the consolidated financial statements of the Company and the relevant companies ended December 31, 2020. The total maximum size of the Share Sale Transaction of both PTT and SMH is 9.7 percent of the net tangible assets of the Company when calculating from the consolidated financial statements of the Company and the relevant companies ended December 31, 2020. Therefore, the Company must

1. disclose the information memorandum regarding the connected transaction of the Company to the Stock Exchange of Thailand (the "SET"), (b) appoint an independent financial advisor to provide an opinion on the connected transaction, and (c) hold a shareholders meeting, of which an invitation to the shareholders meeting shall be sent to all shareholders not less than 14 days before the meeting date, to consider and approve the entering into the Sale Share Transaction, whereby a resolution of the shareholders meeting shall be passed by affirmative votes of no less than three- fourths of the votes of the shareholders attending the meeting and having the right to vote (excluding the votes of the interested shareholders); and
2. 1. a disposition of assets transaction pursuant to the Notification of the Capital Market Supervisory Board No. Tor. Jor. 20/2551 re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets dated August 31, 2008 (as amended), and the Notification of the Board of Governors of the Stock Exchange of Thailand re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposition of Assets, B.E. 2547 dated October 29, 2004 (as amended) (the "Acquisition or Disposition Notifications") having the maximum size of 5.1 percent (based on the total value of consideration received criteria), as the Company is exempted by the Office of the Securities and Exchange Commission from comparing the size of the transaction based on the net profit criteria as the calculation based on the net profit criterial will be affected by specific factors, without which the calculation based on such criteria, the size of the transaction will be less than 50 percent pursuant to the Acquisition or Disposition Notifications, when calculating from the consolidated financial statements of the Company and the relevant companies ended December 31, 2020. However, the Company did not have any disposition of assets transactions in the past six-month period. Therefore, the Company is not subject to any obligations under the Acquisition or Disposition Notifications.

However, the Company wishes to propose the Share Sale Transaction (with respect to both of the disposition of assets transaction and the connected transaction) to the shareholders meeting to consider and approve so that the Company would not be required to combine the size of the Share Sale Transaction with other connected transaction and disposition of assets transaction which the Company may enter into in the next six-month period (if any) after the Share Sale Transaction has been approved by the shareholders meeting.

The Company approved the appointment of Avantgarde Capital Company Limited to be an independent financial advisor to provide opinion on the Share Sale Transaction to be sent to the Office of the Securities and Exchange Commission, the SET and the shareholders of the Company.

Nevertheless, the Share Sale Transaction is not considered the sale or transfer of all or material parts of the business of the Company to other persons pursuant to section 107(2)(a) of the Public Limited Company Act, B.E. 2535 (as amended).

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1. Approved the convening of the Extraordinary General Meeting of Shareholders No. 1/2021 on Monday, June 7, 2021 at Vibhavadi Ballroom, Lobby Floor, Centara Grand at Central Plaza Ladprao Bangkok Hotel, Ladprao, 1695 Phaholyothin Road, Chatuchak, Chatuchak, Bangkok 10900 and fixing the record date for the shareholders who are entitled to attend the Extraordinary General Meeting of Shareholders No. 1/2021 to be Thursday, May 6, 2021. The agenda of the shareholders meeting is as follows:

Agenda 1 To consider and approve the entering into the Share Sale Transaction

Agenda 2 To consider other business (if any)

1. 1. Approved the authorization to a chief executive officer or other persons appointed by the chief executive officer, provided that such person holds a senior vice president position or above, to perform any actions relating to the convening and holding the Extraordinary General Meeting of Shareholders No.1/2021 including but not limited to determining and amendment date, time and place of the Extraordinary General Meeting of Shareholders No.1/2021 as deemed necessary and appropriate in compliance with the requirements under the laws including performing any actions relating to the Share Sale Transaction including but not limited to
2. determining required and relevant details and conditions, (b) negotiating, agreeing and entering into the relevant agreements and documents, (c) communicating with and submitting applications for approvals, notifications or consent letters to the relevant agencies or any person, (d) signing applications for approval, notifications and consent letters and the requisite and relevant evidence and (e) performing any other action necessary for and relevant to the Share Sale Transaction pursuant to the share sale and purchase agreement.

Please be informed accordingly.

Yours sincerely,

- Kongkrapan Intarajang -

(Mr. Kongkrapan Intarajang)

Chief Executive Officer

Corporate Secretary and Legal

Tel. [phone]

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Information Memorandum of PTT Global Chemical Public Company Limited

regarding Disposition of Assets and Connected Transaction

As the extraordinary meeting of the board of directors of PTT Global Chemical Public Company Limited (the "Company") No. 2/2021, held on 22 April 2021, approved the Company to sell ordinary shares in Global Power Synergy Public Company Limited ("GPSC") having a par value of Baht 10 per share to (a) PTT Public Company Limited ("PTT") in the number of 305,000,000 shares, which is equivalent to 10.82 percent of the total issued and paid-up shares of GPSC; and (b) Siam Management Holding Company Limited ("SMH") in the number of 53,936,756 shares, which is equivalent to 1.91 percent of the total issued and paid-up shares of GPSC, totaling 358 ,936 ,756 shares, which is equivalent to 12.73 percent of the total issued and paid-up shares of GPSC, at Baht 71.0 per share which has been considered based on GPSC's consolidated financial statements as of 31 December 2020. However, as the 2021 Annual General Meeting of Shareholders of GPSC held on 2 April 2021 has approved the dividend payment for the second half of 2020 at Baht 1.00 per share with dividend payment date on 21 April 2021, the adjusted price after such dividend payment is at Baht 70.0 per share in the total amount of approximately Baht 25,126 million. However, such amount may be adjusted to reflect the effect from dividend payment of GPSC and income tax of the relevant parties associated with the dividend payment (if any) by not more than Baht 30 million (the "Share Sale Transaction") and approved the Company to enter into a share sale and purchase agreement with both PTT and SMH.

The Share Sale Transaction is considered the following transaction:

1. a connected transaction (asset or service related transactions) pursuant to the Notification of the Capital Market Supervisory Board No. Tor Jor 21/2551 re: Requirements on the Conclusion of Connected Transactions, dated 31 August 2008 (as amended), and the Notification of the Board of Governors of the Stock Exchange of Thailand re: Disclosure of Information and Operations of the Listed Company regarding Connected Transactions, B.E. 2546, dated 19 November 2003 (as amended) (the "Connected Transaction Notifications") as (i) it is the sale of the shares in GPSC to PTT, which is a major shareholder of the Company and therefore it is considered a connected transaction having the maximum size of 8.3 percent of the net tangible assets of the Company when calculating from the consolidated financial statements of the Company and the relevant companies ended 31 December 2020; and (ii) it is a sale of the shares in GPSC to SMH, which is a related person of PTT and a juristic person having PTT as its major shareholder and therefore it is considered a connected transaction having the maximum size of 1.5 percent of the net tangible assets of the Company when calculating from the consolidated financial statements of the Company and the relevant companies ended 31 December 2020. The total maximum size of the Share Sale Transaction of both PTT and SMH is 9.7 percent of the net tangible assets of the Company when calculating from the consolidated financial statements of the Company and the relevant companies ended 31 December 2020. Therefore, the Company must (a) disclose the information memorandum regarding the connected transaction of the Company to the Stock Exchange of Thailand (the "SET"); (b) appoint an independent financial advisor to provide an opinion on the connected transaction; and (c) hold a shareholders meeting, of which an invitation to the shareholders meeting shall be sent to all shareholders not less than 14 days before the meeting date, to consider and approve the entering into the Sale Share Transaction, whereby a resolution of the shareholders meeting shall be passed by affirmative votes of no less than three- fourths of the votes of the shareholders attending the meeting and having the right to vote (excluding the votes of the interested shareholders); and

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1. a disposition of assets transaction pursuant to the Notification of the Capital Market Supervisory Board No. Tor. Jor. 20/2551 re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets dated 31 August 2008 (as amended), and the Notification of the Board of Governors of the Stock Exchange of Thailand re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposition of Assets, B.E. 2547 dated 29 October 2004 (as amended) (the "Acquisition or Disposition Notifications") having the maximum size of 5.1 percent (based on the total value of consideration received criteria), as the Company is exempted by the Office of the Securities and Exchange Commission from comparing the size of the transaction based on the net profit criteria as the calculation based on the net profit criterial will be affected by specific factors, without which the calculation based on such criteria, the size of the transaction will be less than 50 percent pursuant to the Acquisition or Disposition Notifications, when calculating from the consolidated financial statements of the Company and the relevant companies ended 31 December 2020. However, the Company did not have any disposition of assets transactions in the past six-month period. Therefore, the Company is not subject to any obligations under the Acquisition or Disposition Notifications.

However, the Company wishes to propose the Share Sale Transaction (with respect to both of the disposition of assets transaction and the connected transaction) to the shareholders meeting to consider and approve sot that the Company would not be required to combine the size of the Share Sale Transaction with other connected transaction and disposition of assets transaction which the Company may enter into in the next six-month period (if any) after the Share Sale Transaction has been approved by the shareholders meeting.

Nevertheless, the Share Sale Transaction is not considered the sale or transfer of all or material parts of the business of the Company to other persons pursuant to section 107(2)(a) of the Public Limited Company Act, B.E. 2535 (as amended) (the "Public Limited Company Act").

1. Date, month and year of the transaction
   On 22 April 2021, the extraordinary meeting of the board of directors of the Company approved the entering into the Share Sale Transaction and the entering into the conditional share sale and purchase agreement. The closing of the Share Sale Transaction will occur when all conditions precedent as specified in the share sale and purchase agreement, including obtaining the approval from shareholders meeting to enter into the Share Sale Transaction and obtaining all approvals or waivers required by the relevant regulators or counterparties, have been completed. The Company anticipates that the Share Sale Transaction will be completed by June 2021.
2. Relevant parties and relationship with the listed Company
   Seller: The Company
   Buyers:
3. 1. PTT
      Relationship with the listed company
      PTT is the major shareholder of the Company who directly hold 45.18 percent of the total issued and paid-up shares of the Company as of 1 March 2021 (which is the latest book closing date of the Company).

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