Thanulux Public : Submission of the Opinion of the Company on the Tender Offer (Form 250-2) of Thanulux Public Company Limited and a copy of the Opinion of the Independent Financial Advisor on the Tender Offer

(Translation)

No. Tor.Hor. 026/2022

		20 June 2022
Subject:	Submission of the Opinion of the Company on the Tender Offer (Form 250-2) of Thanulux Public
	Company Limited
To:	Secretary General of the Office of the Securities and Exchange Commission
	The President, The Stock Exchange of Thailand
	Shareholders of Thanulux Public Company Limited
Enclosure:	1)	A copy of the Opinion of the Company on the Tender Offer (Form 250-2)
	2)	A copy of the Opinion of the Independent Financial Advisor on the Tender Offer

Thanulux Public Company Limited (the "Company") received a copy of the Tender Offer Form (Form 247-4) from Saha Pathana Inter-Holding Public Company Limited ("SPI" or "the Offeror") on 27 May 2022. In this regards, the Company has prepared the Opinion on the Tender Offer (Form 250-2) and appointed Advisory Plus Company Limited to act as the independent financial advisor ("Independent Financial Advisor") for the shareholders to provide the opinion on the Tender Offer of the Company pursuant to the Notification of the Capital Market Supervisory Board No. TorChor 40/2552 re: Statement Form and Period for Preparing Opinion on Tender Offer.

The Company hereby submits a copy of the Opinion of the Company on the Tender Offer (Form 250-2 and a copy of the Opinion of the Independent Financial Advisor on the Tender Offer for your consideration, details of which are shown in the Enclosure.

Please be informed accordingly.

Faithfully Yours,

Dusadee Soontrontumrong

(Miss Dusadee Soontrontumrong)

Chairman of Executive Committee

(Translation)

Opinion of the Company Regarding the Tender Offer

(Form 250-2)

of

Thanulux Public Company Limited

The Offeror:

Saha Pathana Inter-Holding Public Company Limited

June 10, 2022

- TRANSLATION -

The English Translation of Form 250-2 has been prepared solely for the convenience of foreign shareholders of Thanulux Plc. and should not be relied upon as the definitive and official document. The Thai language version of Form 250-2 is the definitive and official document and shall prevail in all aspects in the event of any inconsistency with this English Translation.

Opinion of the Company on the Tender Offer

June 10, 2022

To	Securities Holders

Thanulux Plc. (hereinafter called "the Company" or "TNL") received a copy of the Form of Announcement of Intention to Make a Tender Offer ( Form 2 4 7 - 3 ) on May 18, 2022 and a copy of the Tender Offer Form (Form 247-4) on May 27, 2022 from Saha Pathana Inter-Holding Plc. (hereinafter called "the Offeror" or "SPI"), the details of which are as follows:

		Number of offered	Percentage of offered
		securities in comparison with	Offering price		Total offering
		securities1/
						per unit2/		amount
Type of securities	Shares/Units	Voting rights	Total	Total voting
(Baht)		(Baht)
				securities	rights of the
				sold of the	Company
				Company
Ordinary shares	39,903,080	39,903,080	33.25	33.25	21.10		841,954,988
Preferred shares	-	-	-	-	-		-
Warrants		-	-	-	-	-		-
Convertible debentures	-	-	-	-	-		-
Other securities (if any)	-	-	-	-	-		-
				Total	33.25	Total		841,954,988
Remark:	1/ The Company has a total of 120,000,000 issued and paid-up ordinary shares with a par value of Baht 1.00 per
	share. The Offeror originally held 29,920,820 ordinary shares in the Company, representing 24.93% of the
	Company's total issued and paid-up shares and total voting rights. Then on May 17, 2022, the Offeror acquired
	50,176,100 ordinary shares in the Company, representing 41.81% of the Company's total issued and paid-up
	shares and total voting rights, at a price of Baht 21.10 per share from (1) I.D.F. Co., Ltd., (2) Ramasorn
	Thaveekarn Co., Ltd., (3) Mr. Samrerng Manoonpol, (4) Mr. Boonsithi Chokwatana, (5) Miss Sirikul
	Dhanasarnsilp, (6) Universe Beauty Co., Ltd., and (7) Mr. Weerapat Punsak-Udomsin (collectively called "the
	Existing Shareholder Group"). As a result, the Offeror has acquired an aggregate of 80,096,920 shares,
	representing 66.75% of the Company's total issued and paid-up shares and total voting rights, and is thereby
	required to make a tender offer for all remaining securities of the Company pursuant to the Notification of the
	Capital	Market Supervisory Board No. TorChor. 12/2554 Re: Rules,	Conditions and	Procedures for the

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Acquisition of Securities for Business Takeovers (as amended) ("Notification No. TorChor. 12/2554") in the amount of 39,903,080 shares, representing 33.25% of the Company's total issued and paid-up shares and total voting rights.

2/ An Offeree shall be subject to a brokerage fee of 0 . 2 5 % of the offering price for the ordinary shares and the value added tax of 7% of such brokerage fee. Thus, the net offering price for the ordinary shares receivable by the Offeree will be equal to Baht 21.0435575 ( Baht twenty-one point zero four three five five seven five) per share. The Offeree will receive payment for the tendered securities wholly in Thai Baht with two decimal places in satang unit. In calculating the two decimal places, if a fraction is equal to or more than Baht 0.005, it will be rounded up and if the fraction is less than Baht 0.005, it will be discarded.

The tender offer period is a total of 25 business days from May 30, 2022 to July 4, 2022 during 9. 00 a.m. - 4. 00 p.m. of every business day of the Tender Offer Agent. Such tender offer period is the final period which will not be extended unless any of the following conditions arises:

• The Offeror may reduce the tender offer price or extend the tender offer period if an event occurs and causes severe damage to the status or assets of the Company during the tender offer period.
• The Offeror may change the terms of this tender offer or extend the tender offer period to compete with another offeror who has also submitted a tender offer to purchase securities of the Company during the tender offer period.

If there is an announcement of additional public holiday/s during the tender offer period, the Offeror will extend the tender offer period until it is completed of 25 business days.

Conditions for cancellation of the tender offer

The Offeror may cancel the tender offer upon the occurrence of any of the following events:

1. any event and/or act occurring after the submission of the tender offer by the Offeror to the
   Office of the Securities and Exchange Commission ("SEC") but before the end of the tender offer period which causes or may cause severe damage to the status or assets of the Company, where such event or act has not resulted from the act of the Offeror or the act for which the Offeror is held responsible; or
2. any act conducted by the Company after the Offeror has submitted the Tender Offer Form to the SEC but before the end of the tender offer period which causes a significant decrease in value of the Company's ordinary shares; or

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1. any act conducted by the Company which will likely affect the tender offer as defined in the Notification of the Capital Market Supervisory Board No. TorChor. 14/2554 Re: Act or Omission to Act which is Likely to Affect Tender Offer of Business (as amended).

The Company has considered the tender offer proposal in the interest of the securities holders and would like to express opinion to be a basis for your consideration as follows:

1. Status of the Company with respect to its past and projected performance and assumptions applied to the projection

1.1 Company's history

Thanulux Plc. ("the Company" or "TNL") was founded on June 23, 1975 by Khun Boonsithi Chokwatana with an initial registered capital of Baht 3 million to operate the business of manufacturing finished garments and also act as an authorized manufacturer of ARROW shirt products from the USA. The Company later diversified into the manufacturing of leather goods, clothing products and upstream materials and became an authorized producer for many other prominent brands such as DAKS, Olymp, Guy Laroche, Absorba, etc.

The Company was listed on the Stock Exchange of Thailand on July 21, 1987 and was transformed into a public limited company in 1994. Currently, it has a total registered and paid-up capital of Baht 120 million and has two subsidiaries, S. Apparel Co., Ltd. and Celebrate Wealth Co., Ltd.

TNL's shareholding structure in its subsidiaries

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