PTT Global Chemical : Disclosure of the resolution of the meeting of the Board of Directors in relation to the proposed delisting of securities of Vinythai Public Company Limited and the tender offer for securities for the purpose of delisting

(Translation)

Ref. No. 01-081/2021

19 March 2021

Subject:Disclosure of the resolution of the meeting of the Board of Directors in relation to the proposed delisting of securities of Vinythai Public Company Limited from the Stock Exchange of Thailand and the tender offer for securities for the purpose of delisting

To: The President, The Stock Exchange of Thailand

We, PTT Global Chemical Public Company Limited (the "Company"), would like to inform you that the Board of Directors' Special Meeting No. 1/2021 of the Company held on 18 March 2021 resolved to approve the

Company's cooperation with AGC Inc. in relation to the proposed delisting of securities of Vinythai Public

Company Limited ("VNT") from the Stock Exchange of Thailand ("SET"), in which the Company will make a

tender offer for all ordinary shares in VNT (excluding the ordinary shares in VNT currently held by the

Company) in the amount of 889,154,755 shares, representing 75.02 percent of the total number of issued and paid-up shares in VNT, for the purpose of delisting the securities of VNT from the SET at the tender offer

price of Baht 39 per share (the "VNT Delisting Tender Offer"). In this regard, the Company may adjust the

tender offer price if: (1) VNT pays dividends to its shareholders, (2) VNT changes the par value resulting in an increase or decrease of the amount of shares or (3) VNT grants subscription rights for capital increase shares or transferable subscription rights for capital increase shares to existing shareholders in proportion to their shareholding pursuant to the rules prescribed under the Notification of the Capital Market

Supervisory Board TorChor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities

for Business Takeovers, including any amendment thereto (the "Notification TorChor 12/2554"). In addition,

the tender offer price is not less than the highest price determined by the method for determining the tender offer price for delisting of securities pursuant to the rules prescribed under Notification TorChor 12/2554. At present, the Company is a major shareholder in VNT, directly holding 296,038,689 shares, which represent

24.98 percent of the total amount of issued and paid-up share capital of VNT. AGC Inc. is the controlling shareholder in VNT, directly holding 696,663,509 shares, which represent 58.78 percent of the total amount of issued and paid-up share capital of VNT.

AGC Inc. has expressed its intention not to sell ordinary shares in VNT directly held by it in the amount of 696,663,509 shares, representing 58.78 percent of the total number of issued and paid-up shares in VNT with regard to the VNT Delisting Tender Offer made by the Company. Therefore, the ordinary shares in VNT to be purchased by the Company thereunder from other shareholders of VNT will amount to 192,491,246 shares, representing 16.24 percent of the total number of issued and paid-up shares in VNT.

The Company will make the VNT Delisting Tender Offer after the full satisfaction of relevant conditions, including the following material conditions:

• 1. The meeting of shareholders of VNT has passed a resolution approving the delisting of securities of VNT from the SET with no less than three-quarters majority vote of the total number of issued shares in VNT, provided that there is no objection to the delisting by shareholders holding in aggregate more than 10 percent of the total number of issued and paid-up shares in VNT;

• 2. The delisting of securities of VNT must be or is deemed to be approved by the trade competition regulatory agencies of relevant jurisdictions, including Thailand, Vietnam, Taiwan and South Korea;

• 3. The delisting of securities of VNT must be granted the consent, approval or waiver of the relevant authorities including the SET and other parties under the relevant agreements, if so required.

The Company has appointed The Quant Group Co., Ltd. as the financial advisor in respect of the VNT

Delisting Tender Offer and in respect of the evaluation of ordinary shares pursuant to the rules prescribed under the Notification TorChor 12/2554.

Furthermore, if the delisting of securities of VNT from the SET is successful, the Company and AGC Inc.

plan to support the merger between VNT and AGC Chemicals (Thailand) Co., Ltd. ("AGC-TH") (which is a

wholly-owned subsidiary of AGC Inc.) to form a newly established company ("NewCo") pursuant to the rules prescribed under the Public Limited Companies Act, B.E. 2535 (1992), including any amendment thereto

(the "PLCA"). Prior to the completion of the contemplated merger, AGC-TH will restructure the business

units of AGC Inc. in Vietnam to be under AGC-TH. AGC-TH will accept the transfer of 78.112 percent of the investment amount in AGC Chemicals Vietnam Co., Ltd. from AGC Inc. The merger between VNT and AGC-

TH will be subject to the successful completion of the delisting of securities of VNT from the SET as well asthe satisfaction of other relevant conditions. In the case where the merger between VNT and AGC-TH is to proceed, it shall be conducted in accordance with the merger procedure prescribed under the PLCA and the Civil and Commercial Code, subject to approval of the merger by the respective meeting of shareholders of each company, and shall be in accordance with the steps in relation to the merger of businesses as required by law. If a meeting of shareholders of VNT resolves to approve the merger but there are certain

shareholders of VNT who vote against the merger at the shareholders' meeting and express their intention not to hold shares in VNT ("Objecting Shareholders"), VNT shall arrange the purchase of shares from the

Objecting Shareholders pursuant to the rules prescribed under the PLCA. In this regard, the Company shall purchase VNT shares from the Objecting Shareholders. The Company intends to purchase the shares from the Objecting Shareholders at a price which is not higher than the tender offer price in respect of the VNT

Delisting Tender Offer. Moreover, should the merger between VNT and AGC-TH and the formation of NewCo be successfully completed, the Company may consider purchasing the capital increase shares in NewCo in the amount and at the price which will be further determined by the Company. In such case, NewCo will be required to comply with the criteria and procedure prescribed in the PLCA and other relevant laws in the

issuance of capital increase shares and obtain the approval of NewCo's shareholders' meeting.

In respect of the arrangements above agreed to be made between the Company and AGC Inc., the

Company and AGC Inc. have no intentions, relationships or behaviours constituting acts in concert as prescribed under the Notification of the Capital Market Supervisory Board TorChor. 7/2552 Re: Acting in

Concert as a Result of the Nature of a Relationship or Behaviour and Compliance under Sections 246 and 247, including any amendment thereto.

It is noted that the said transaction is not a connected transaction and the size of the transaction does not trigger the requirement to report the information memorandum in accordance with the criteria regarding the acquisition and disposal of assets of listed companies.

Please be informed accordingly.

Sincerely yours,

(Mr. Kongkrapan Intarajang)

Chief Executive Officer

Corporate Finance and Investor Relations

Tel. [phone] ext. 8576, 8634, 8637, 8513, 8533