Absolute Clean Energy Public : Notification of the Resolution of the Board of Directors Meeting Regarding the Share Repurchase Project for Financial Management Purpose (Treasury Stock)

- Translation -

No. ACE-NEWS-7/2565

June 15, 2022

Subject: Notification of the Resolution of the Board of Directors Meeting Regarding the Share Repurchase Project for Financial Management Purpose (Treasury Stock)

To: President

The Stock Exchange of Thailand

Enclosures: 1. Share Repurchase for Financial Management Purpose Disclosure Form (Form TS-1.2) 2. Shareholding Distribution Report

Absolute Clean Energy Public Company Limited would like to inform that the Board of Directors' Meeting No. 4/2022 on 15 June 2022 has passed the resolution to approve the Share Repurchase Project for Financial Management Purpose (Treasury Stock) in the amount of not exceeding Baht 1,000 million, number of shares to be repurchased not exceeding 400 million shares at par value of Baht 0.5 per share or not exceeding 3.93% of the total paid-up capital. Details are shown in the attached Share Repurchase for Financial Management Purpose Disclosure Form.

Please be informed accordingly.

Yours sincerely,

-Tanachai Bunditvorapoom-

(Mr. Tanachai Bunditvorapoom)

Director and Chief Executive Officer

Authorized Information Reporter

Form TS-1.2

Share Repurchase for Financial Management Disclosure Form (Under Section 66/1 (2) of the Public Company Limited Act)

Absolute Clean Energy Public Company Limited

15 June 2022

We, Absolute Clean Energy Public Company Limited, hereby notify the resolution of the Board of Directors' Meeting, No. 4/2022, held on 15 June 2022, regarding the approval on the proposed share repurchase for financial management purposes, with the details as follow:

1. The share repurchase project

1. The maximum amount for the share repurchase is not exceeding Baht 1,000 million.
2. Number of shares to be repurchased not exceeding 400 million sharesat par value of Baht 0.5 per share or not exceeding 3.93 percentof the total issued shares.
3. Procedure used for the repurchasing of share
4. • on the Stock Exchange of Thailand (via automatic order matching)

• offer to general shareholders at the price of Baht .......... per share (the price being the same) The repurchase period will be started from 1 July 2022 to 31 December 2022

Remark	The company has to disclose the proposed share repurchase at least 14 days prior to the
	date on which the shares will be repurchased

1. The implementation period shall not exceed 6 months when a share purchase scheme is by way of purchasing from the SET.
2. The repurchase period shall not be less than 10 days and shall not exceed 20 days in the case where the offering is from the general shareholders.

1.4. The principle used to determine the repurchase price taking into account the average closing share price during the last 30 days prior to the date on which the company discloses the information of share repurchase.

The share repurchase price must not exceed 115% of the average closing share price of 5 business days prior to each repurchase date. In this regard, the average share price for the past 30 business days from 28 April 2022 to 14 June 2022 was Baht 2.88 per share.

1

1. The information of the company
2. 1. The company's retained earnings and excess liquidity are based on the reviewed financial statement as of 31 March 2022.
   2. • The company's retained earnings is equal to Baht 2,043.48 million (Separate Financial Statement).
      • The company's debts, which shall become due within the 6 months following from the date on which the shares will be repurchased, is equal to Baht - million(Separate Financial Statement) and Baht 349.66 million(Consolidated Financial Statement).
      • Explain the basis for the ability to repay the debts which will be due within 6 months from the date on which the shares will be repurchased and specify the source of funds for the repayment.
        The company has sufficient liquidity to repay the debts which will be due within 6 months from the date on which the shares will be repurchased. As at 31 March 2022, according to the consolidated financial statement, the company and its subsidiaries have cash and cash equivalents of Baht 563.88 million, debts which will be due within 6 months from the date on which the shares will be repurchased, is equal to Baht 349.66 million with the ratio of interest-bearing debt to equity of 0.33 times. Besides, the company will receive cash inflow from operations as normal business. Therefore, the company has ability to repay its debts which will become due and remains the sufficient cash for the share repurchase.
   3. The number of minority shareholders (Free Float) as in the share registration book on the latest record date or the date on which the Board of Directors determined the record date, 15 March 2022, equals 24.04%of the company's paid-up capital. In addition, the report of the company's share distribution is enclosed herewith.
3. Reasons for the proposed share repurchase
   To manage the company's liquidity efficiency, to build confidence on the solid financial position and capability to generate return of the company and to increase the return on equity (ROE) and the earnings per share (EPS).
4. Potential impacts after the share repurchase
5. 1. Impacts on the shareholders
   2. • Increase of the return on equity (ROE) and the earnings per share (EPS)
      • Greater stability of share price
   3. Impacts on the company
      If the company can repurchase all of its shares as specified, the company's liquid assets and book value of the shareholder's equity would be decreased by the amount equivalent to the repurchase amount.

2

1. The Resale of shares and the shares written off
2. • Procedure for shares resold
   • • on the Stock Exchange of Thailand (via automatic order matching)  offer to general shareholders
   • Period for the resale of share
     After 3 months from the completion date of share repurchase, but not later than 3 years. The Board of Directors shall consider and determine the period for the resale of the repurchased shares thereafter and will inform accordingly.
   • Principle used to determine the resale price
     The resale price will not be less than 85 percent of the average closing price for past 5 business day prior to resale date. If, at the end of the resale period, the company cannot resell or cannot complete the resale of all repurchased shares, the company will reduce its paid-up capital by written off all unsold repurchased shares in accordance with relevant rules, regulations and laws.
3. Shares repurchased in the past (if any)
   The final date of the latest share repurchase project - None -
   ( The new share repurchase project will be implement after 1 year following the final date of the last share repurchase project)
   The Company certifies that the information contained in this report and attached documents are true and complete in all respects.

-Tanachai Bunditvorapoom-

(Mr. Tanachai Bunditvorapoom)

Director and Chief Executive Officer

Authorized Information Reporter

3

The Distribution of Ordinary Shares Report Form

Absolute Clean Energy Public Company Limited

As of 15 March 2022

Company's Paid-up Cpaital (Ordinary Shares only) of Baht 5,087,999,980.00 devided into 10,175,999,960 ordinary shares at par value of Baht 0.5

			No. of shareholders	No. of shares	% of paid-up capital
1.	Strategic Shareholder			(Ordinary shares only)
	1.1	Directors, managers, and executive management	11	7,729,803,340	75.96
	including related persons and associated persons
	1.2	Shareholders holding > 5% including related persons	-	-	-
	1.3	Others controling persons	-	-	-
2.	Share Repurchase	-	-	-
3.	Minor shareholders (Non-Strategic shareholder)	20,479	2,446,186,662	24.04
4.	Sharholders who hold less than 1 board lot	517	9,958	0
Total		21,007	10,175,999,960	100

The Company hereby certifies that the information reported in this Distribution of Ordinary Shares Report is true and correct.

Signature

Tanachai Bunditvorapoom

(Mr. Tanachai Bunditvorapoom)

Position Director and Chief Executive Officer

Authorized Information Reporter

Attachment : List of Strategic Shareholders Name