Saha Pathana Inter Public : Submission of the Amendment of the Tender Offer Form (Form 247-4) for the Securities of Thanulux Public Company Limited (No.2)

	(Translation)
	17 June 2022
Subject:	Submission of the Amendment to the Tender Offer for the Securities of Thanulux Public Company Limited
	(No. 2)
To:	Secretary-General, the Office of the Securities and Exchange Commission
	President, the Stock Exchange of Thailand
	Board of Directors of Thanulux Public Company Limited
	Securities Holders of Thanulux Public Company Limited
Reference:	The Tender Offer for the Securities of Thanulux Public Company Limited dated 27 May 2022.
	Submission of the Amendment to the Tender Offer for the Securities of Thanulux Public Company Limited.

As Saha Pathana Inter-Holding Public Company Limited ("SPI" or the "Offeror") has submitted the Tender Offer for the Securities of Thanulux Public Company Limited ("TNL" or the "Business") on 27 May 2022 and the Amendment to the Tender Offer for the Securities of Thanulux Public Company Limited dated 13 June 2022, which Bangkok Bank Public Company Limited acts as the financial advisor for the preparation of the Tender Offer (the "Tender Offer Preparer").

The Offeror and the Tender Offer Preparer would like to disclose the additional information in the amendment (No.

1. regarding the tender offer for the securities of the Business as detailed in the document attached herewith. Please be informed and kindly consider accordingly.

Your sincerely,

Saha Pathana Inter-Holding Public Company Limited

- Mr. Samrerng Manoonpol -			- Miss Sirikul Dhanasarnsilp -
(Mr. Samrerng Manoonpol)			(Miss Sirikul Dhanasarnsilp)
Authorized Director			Authorized Director
	The Offeror

Bangkok Bank Public Company Limited

- Mr. Prasert Deejongkit -	- Mr. Pisit Dhararag -
(Mr. Prasert Deejongkit)	(Mr. Pisit Dhararag)
Executive Vice President and Manager of	Supervisor
Corporate Finance Department,
Merchant Banking Division
Tender Offer Preparer

(Translation)

This English language translation of the Amendment to the Tender Offer for the Securities of Thanulux Public Company Limited has been prepared solely for the convenience of the foreign shareholders of Thanulux Public Company Limited and should not be relied upon as the definitive and official document of the Offeror. The Thai language version of this document is definitive and official document of the Offeror and shall prevail in all respects in the event of any inconsistency with this English language translation.

Amendment to the Tender Offer for the Securities of Thanulux Public Company Limited (No. 2)

Note: Additional information is underlined, and the deleted information is strikethrough.

1. Amendment to Part 1 Page 4 Section 9 Conditions for Cancellation of the Tender Offer Original

The Offeror may cancel the Tender Offer upon the occurrence of one or more of the following events:

1. any event or action 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 severer damage to the status or assets of the Business, where such event or action has not result solely from the actions of the Offeror or actions for which the Offeror is responsible; or
2. any action conducted by the Business after the submission of the Tender Offer to the SEC but within the Offer Period, which causes a significant decrease in the value of the Business's shares; or
3. any action conducted by the Business which may affect the Tender Offer pursuant to the Notification of the Capital Market Supervisory Board No. TorChor. 14/2554 re: Actions or Omission of Actions which may affect the Tender Offer of the Business (as amended).

Revision

-No change in English version-

2. Amendment to Part 2 Page 35 Section 4.3.1 Shareholding by the Business in the Offeror Original

As of 9 May 2022, the Business hold 5,326,019 ordinary shares of the Offeror or 0.93 percent of the total issued and paid-up ordinary shares and total voting rights of the Offeror. In this regard, the persons under Section 258 of the Business do not hold any shares in the Offeror.

The Board of Directors Meeting of the Offer No. 1/2022 (Board #29), which was held on 16 May 2022, resolved to approve the acquisition of the ordinary shares in the Business in the amount of 50,176,100 shares, representing 41.81 percent of the total issued and paid-up shares and the total voting rights of the Business from some of the shareholders of the Business, as detailed in the Information Memorandum on the acquisition of asset which the Offeror has disclosed to the Stock Exchange of Thailand on 17 May 2022. In this regard, such acquisition of the ordinary shares has been

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completed on 17 May 2022, as a result the Offeror holds 80,096,920 ordinary shares, representing 66.75 percent, which increased from 24.93 percent of the total issued and paid-up ordinary shares and all voting rights in the Business.

In this regard, as a result of the execution of such transaction, the Offeror holds ordinary shares in the Business exceeding 50 percent, while the Business held 5,326,019 ordinary shares of the Offeror, representing 0.93 percent of the total issued and paid-up ordinary shares and the total voting rights of the Business. The shareholdings between the Offeror and the Business are inconsistent with Notification of Capital Market Supervisory Board TorChor.39/2559 Re: Rules on Application for Approval and Granting of Approval for Offering of Newly Issued Shares (as amended) (the "Notification TorChor. 39/2559"). In this case, the Offeror will propose such issue to Board of Director of Business and/or Board of Director of the Offeror to consider remedial action in a manner considered in the best interests of the Business and its shareholders, including but not limited to, 1) Selling all of the Offeror's shares held by the Business to interested investors at an appropriate price and beneficial to the Business 2) Reducing the Business's shares held by the Offeror as appropriate and beneficial to both the Business and the Offeror or any other actions that the Board of Director of Business and/or the Board of Director of the Offeror considers it appropriate and in the best interests of the Business and its shareholders in order to comply with cross-shareholding guideline according to the Notification TorChor. 39/2559 for the best interest of the Business, the Offeror and shareholders. In this regard, the corrective action may take 3-9 months after the completion of this Tender Offer to complete the process. This is because the Business and the Offeror must consider and act carefully in order to maintain the best interests of the Business and its shareholders. However, the Offeror and the Business will try to act as promptly as possible and will disclose the progress in remedial action to the shareholders of the Business periodically.

Revision

As of 9 May 2022, the Business hold 5,326,019 ordinary shares of the Offeror or 0.93 percent of the total issued and paid-up ordinary shares and total voting rights of the Offeror. In this regard, the persons under Section 258 of the Business, which are S. Apparel Co., Ltd. and Celebrate Wealth Co., Ltd., held by the Business for 99.99% and 87.76%, respectively,do not hold any shares in the Offeror.

The Board of Directors Meeting of the Offer No. 1/2022 (Board #29), which was held on 16 May 2022, resolved to approve the acquisition of the ordinary shares in the Business in the amount of 50,176,100 shares, representing 41.81 percent of the total issued and paid-up shares and the total voting rights of the Business from some of the shareholders of the Business, as detailed in the Information Memorandum on the acquisition of asset which the Offeror has disclosed to the Stock Exchange of Thailand on 17 May 2022. In this regard, such acquisition of the ordinary shares has been completed on 17 May 2022, as a result the Offeror holds 80,096,920 ordinary shares, representing 66.75 percent, which increased from 24.93 percent of the total issued and paid-up ordinary shares and all voting rights in the Business.

In this regard, as a result of the execution of such transaction, the Offeror holds ordinary shares in the Business exceeding 50 percent, while the Business held 5,326,019 ordinary shares of the Offeror, representing 0.93 percent of

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