Glow Energy Public : Application for Delisting of Shares (After being approved by the shareholders' meeting) (F10-7)

- 1 -

(-Translation-)

(F10-7) (After being approved by the shareholders' meeting).

Application for Delisting of Shares

Glow Energy Public Company Limited

13 August 2019 2019

To:	Board of the Stock Exchange of Thailand

We, Glow Energy Public Company Limited would like to submit the form for delisting of ordinary shares from being listed securities on the Stock Exchange of Thailand.

1. Type of securities of the Company

1.1 Ordinary Shares

1. In the amount of 1,462,865,035 shares at the par value of Baht 10 each, totaling Baht 14,628,650,350.00
2. Becoming listed securities on the Stock Exchange of Thailand from 21 April 2005

1.1.3 The latest trading price: Baht 89.25 per share on 9 August 2019

1. Debentures (Details of which are specified in enclosure 1)
2. 1. In the amount of 13,955,000 units, each having a face value of Baht 1,000, totaling Baht 13,955,000,000
   2. Interest rate: (Details of which are specified in enclosure 1) per
      year. Conditions of payment of interest: pay in accordance with the interest rate(s) and date(s) specified in terms and conditions
   3. Offered to private placement, institutional investor and high net worth with a maturity of (Details of which are specified in enclosure 1) years. Redemption date on (Details of which are specified in enclosure 1)
   4. Becoming listed securities on the Stock Exchange of Thailand from - None-
   5. The latest trading price: Baht (Details of which are specified in enclosure 1) per unit on (Details of which are specified in enclosure 1)
3. Warrants for acquiring shares

- None -

1.4 Other types of securities (Please specify) - None -

- 2 -

2. Approval from the shareholders' meeting for delisting of shares from the Stock Exchange of Thailand

The Extraordinary General Meeting of Shareholders No. 1/2019 held on 13 August 2019 has resolved to delist the ordinary shares of the Company from being listed securities from the Stock Exchange of Thailand. Details are as follows:

1. Total number of shareholders: 3,443 persons, totaling 1,462,865,035 shares (according to the record date on 4 July 2019).
2. Total number of minority shareholders who hold shares of not more than 5 out of 1,000 of the total paid-up capital, but not less than 1 board lot, are 2,974 persons, totaling 55,640,731 shares, representing 3.80 per cent of the paid-up capital.(according to the record date on 4 July 2019).
3. Number of shareholders who attended the meeting in person: 110 persons.
4. Number of shareholders who attended the meeting in person and by proxy: 138 persons, totaling 1,407,920,599 shares, representing 96.24 per cent of the paid-up capital.
5. Number of shareholders who approved the delisting of shares from the Stock Exchange of Thailand: 227 persons, totaling 1,408,698,475 shares, representing 96.30 per cent of the paid-up capital.(Number of shareholders increased by 28 shareholders from the start of the meeting)
6. Number of shareholders who disapproved the delisting of shares from the Stock Exchange of Thailand: 9 persons, totaling 74,104 shares, representing 0.0051 per cent of the paid-up capital. (Number of shareholders increased by 28 shareholders from the start of the meeting)

3. Reasons and facts concerning the delisting of shares from the Stock Exchange of Thailand

On March 22,2019, Global Power Synergy Public Company Limited ("GPSC"),as the offeror, made a tender offer to purchase all of the Company's remaining securities (Mandatory Tender Offer) from all shareholders of the Company. The tender offer for the Company's securities (Form 247-4)states a post tender offer plan of GPSC in the Company as follows : after the completion of the tender offer, in case that the offeror holds directly and indirectly more than or equivalent to 80.00 percent of the total issued and paid-upshares in the Company, or less than 80.00 percent of the total issued and paid-up shares in the Company but the shareholding of GPSC in the Company is high enough that GPSC can be ensured that the delisting plan of the Company would obtain the approval from the shareholders' meeting of the Company in accordance with the delisting regulations ofthe Stock Exchange of Thailand ("SET"), GPSC wishes to delist the securities of the Company from being securities listed on the SET within the period of 12 months from the last day of the tender offer period.

As a result of making a tender offer, GPSC purchased shares from the offerees in a number of 382,358,783 shares or equals to 26.14 percentof the total issued and paid- up shares in the Company. After completion of the tender offer, GPSC has totally held the Company's shares, directly and indirectly, in a number of 1,393,334,816 shares or equals to 95.25 percent of the total issued and paid-up shares in the Company which is higher than 80.00 percent of the total issued and paid-up shares in the Company. Consequently, GPSC, as a major shareholder of the Company at the present, wishes to delist the securities of the Company from being securities listed on the SET according to the aforementioned delisting plan in the tender offer for the Company's securities.

In this regards, GPSC has an intention to make a tender offer for all of the remaining shares of the Company, totaling 69,530,219 ordinary shares, which is equivalent to 4.75 percent of the Company's total issued and paid-up shares, to delist the Company's securities from the SET,provided that the following conditions are satisfied:

- 3 -

• The Company's shareholders meeting passes a resolution to delist the Company's securities from the SET with the votes of not less than three-fourths(3/4) of the total issued and paid-upshares of the Company and there are no shareholders, who hold, in aggregate, more than 10 percent of the totalissued and paid-up shares of the Company, disapprove such resolution; and
• Delisting approval and/or waiver from the relevant sectors including the SET,financial institutions and othercontractual parties of the relevant contracts (if necessary) have been obtained.

4. The general offer to purchase shares and other securities convertible in shares of the Company from the shareholders and holders of securities

4.1 List of names of Offerors or groups of Offerors, as well as their relationship with the Company.

Global Power Synergy Public Company Limited, a major shareholder of the Company, holding, directly and indirectly, 1,393,334,816 ordinary shares, representing 95.25 percent of the Company's total issued and paid-upshares and 95.25 percent of the total voting rights of the Company as of4 July 2019.

1. The offering price of the securities (categorized according to the type of securities)
   Baht 90.8136 per one ordinary share which is subject to (if any) price adjustment as a result of (1) the Company distributes dividend to its shareholders, (2) the Company changes the par value of its shares which results in an increase or decrease in the number of shares, (3) the Company grants the rights to purchase the newly-issuedshares for right offering or issuance of the transferrable subscription right in accordance with Clause 40 of 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).
2. Name of financial advisor of the Offeror
   The Siam Commercial Bank Public Company Limited and Phatra Securities Public Company Limited.
3. Name of independent financial advisor Jay Capital Advisory Limited.
4. Period of tender offer: The Company has expected that GPSC will make a tender offer after receiving an approval of delisting of the Company's shares from being listed securities from the Board of Governors of the SET. The Board of Governors of the SET will grant the approval of delisting within 30 days after the Company submits complete and accurate application for delisting of shares (form 10-7) to the SET. The tender offer process will be 45 working days.

- 4 -

5. Top ten major shareholders as of the date of the shareholders' meeting which resolved to delist the Company's shares from being listed securities from the Stock Exchange of Thailand (according to the record date on 4 July 2019)

	Name	Nationality	Profession	No. of	Shareholding
				Shares held	Percentage
					(%)
1.	Global Power	Thai	juristic	1,393,334,816	95.25
	Synergy Public		person
	Company Limited and
	person under Section
	258 of Global Power
	Synergy Public
	Company Limited
	(i.e. (GPSC Holding
	(Thailand) Co., Ltd.))
2.	Thai NVDR Co., Ltd.	Thai	Thai	13,882,133	0.95
			NVDR
			Co., Ltd.
3.	KGI Securities	Thai	securities	6,009,400	0.41
	(Thailand) Public		company
	Company Limited
4.	DEUTSCHE BANK	Germany	commercial	5,431,000	0.37
	AG, LONDON		bank
	PRIME
	BROKERAGE
5.	Mr.Taweesak	Thai	individual -	4,721,400	0.32
	Weeraprasert		business
			owner /
			independent
6.	MORGAN	British	other	3,865,600	0.26
	STANLEY & CO.		juristic
	INTERNATIONAL		person
	PLC
7.	STATE STREET	British	commercial	1,546,848	0.11
	EUROPE LIMITED		bank
8.	Mr. Vikom Komdit	Thai	individual -	1,070,000	0.07
			business
			owner /
			independent
9.	HSBC BANK PLC -	Hongkong	commercial	1,038,000	0.07
	PACIFIC ALLIANCE		bank
	ASIA
	OPPORTUNITIES
	FUND L.P-
	CUSTODY
10.	Mrs.Thunyaporn	Thai	individual -	1,000,000	0.07
	Kraiphubej		business
			owner /
			independent

- 5 -

6. Board of directors of the Company as at 4 July 2019

	Name	Position	Shareholding
			Percentage (%)
1.	Mr. Payungsak Chartsutipol	Director and Chairman of the	0
		Board of Directors
2.	Mr. Veerasak Kositpaisal	Director and Vice Chairman of	0
		the Board of Directors
3.	Police General Aek Angsananont	Director and Chairman of	0
		Nomination and Remuneration
		Committee
4.	Assoc. Prof. Dr. Chayun	Director	0
	Tantivasadakarn
5.	Mr. Chawalit Tippawanich	Director and member of	0
		Nomination and Remuneration
		Committee
6.	Mr. Somkiat Masunthasuwun	Director	0
7.	Mrs. Boobpha Amornkiatkajorn	Director	0
8.	Prof. Dr. Borwornsak Uwanno	Independent Director	0
9.	Mrs. Saowanee Kamolbutr	Independent Director, Chairman	0
		of the Audit Committee and
		member of Nomination and
		Remuneration Committee
10.	Mr. Jukr Boon-Long	Independent Director and Audit	0
		Committee
11.	Ms. Patareeya Benjapolchai	Independent Director and Audit	0
		Committee

We confirm that the information contained in this application is accurate and complete in all respects.

Signature

(Mr. Payungsak Chartsutipol) Authorized Director on behalf of the Company

Signature

(Mr. Chawalit Tippawanich) Authorized Director on behalf of the Company