Mr. Panuwat Chalongkuamdee Address: No. 191 Silom Complex Building, 21st Floor, Unit B, Silom Road, Silom, Bangrak, Bangkok 10500

Telephone: 086-807-8877 Fax: - Email: [email protected] Nationality: Thai / Date of Birth: 31 December 1981

Educational / Professional Memberships

Educational: • Bachelor of Laws, Chulalongkorn University (First Class Honors) Professional Memberships: • Director Accreditation Program Certificate, Thai Institute of Directors, Issued 2019 • Thai Bar Association, Issued 2007 • Lawyer’s License, Lawyers Council of Thailand under the Royal Patrona, Issued 2004

Current Position Year Company name Position May 2020 - Present SRPP Ltd. Founding Partner Chairman of the Corporate Governance SiS Distribution (Thailand) Public 2018 - Present Committee, Member of Audit Company Limited Committee, Independent Director

May 2012 – April 2020 Weerawong, Chinnavat & Partners Ltd. Partner July 2015 - 2015 Latham & Watkins Secondee June 2004 – April 2012 Clifford Chance (Thailand) Ltd. Associate

Professional Experience

Recent Accolades: - IFLR1000, Highly Regarded Lawyer, 2011-2020 - Asialaw, Corporate, Mergers & Acquisitions, Notable Practitioner, 2016-2020 - The Legal 500, Recommended Lawyer, 2009-2020 - Chambers & Partners, Corporate, Mergers & Acquisitions, Band 4, 2021 - Named in Asia’s 40 Under 40, Asian Legal Business, 2015 - Deal of the Year - Merger of Celebrity Fitness and in Asia, ALB SE Asia Law Awards, 2018 - Deal of the Year - Alibaba-Lazada acquisition, ASIAN-MENA Counsel and The Asian Lawyer, 2016 Recent Speaking Events: - Speaker in the seminar on “IOD - Personal Data Protection Act” for Thai Institute of Directors (IOD), March 2021. - Speaker in the seminar on “Debt Restructuring and Business Reorganization Actions” for OMEGAWORLDCLASS Research Institute, Anantara Siam Bangkok Hotel, March 2021. - Speaker in the seminar on “Corporate Laws for Executive” for OMEGAWORLDCLASS Research Institute, March 2021. - Speaker in the seminar on “M&A in Action, Financial and Pricing Strategies in Mergers and Acquisitions” for OMEGAWORLDCLASS Research Institute, Grand Center Point, March 2021. - Speaker in the seminar on “Personal Data Protection Law and Practical Actions” for OMEGAWORLDCLASS Research Institute, February 2021. - Speaker in the seminar on “Forum Debt Restructuring and Rehabilitation Plan” for Kiatnakin Phatra Bank Public Company Limited, KKP Tower, December 2020. - Speaker,“Debt Restructuring & Business Reorganization” for OMEGAWORLDCLASS Research Institute, Anantara Siam Bangkok Hotel, November 2020. - Speaker in the seminar on “Personal Data Protection Law and Practical Actions Reorganization” for OMEGAWORLDCLASS Research Institute, Anantara Siam Bangkok Hotel, November 2020. - Speaker in the seminar on “M&A in Action, Financial and Pricing Strategies in Mergers and Acquisitions” for OMEGAWORLDCLASS Research Institute, November 2020. - Speaker, “Thailand’s Cyber Security Law” for Huang Yai Thai Business, Legal in Action, PTT Public Company Limited, October 2020. - Speaker, “Personal Data Protection Law and Practical Actions” for OMEGAWORLDCLASS Research Institute, The St. Regis Hotel, September 2020. - Speaker, “Advanced Business Negotiation: Overcoming Crisis and Uncertainty” for OMEGAWORLDCLASS Research Institute, JW Marriott Bangkok Hotel, September 2020.

- Speaker, “Cyber Security Risks, Data Leakage and Lost Protection” for OMEGAWORLDCLASS Research Institute, September 2020. - Speaker, “Negotiation for Business Integration” at Master of Accounting Program, Thammasat University, September 2020. - Speaker, “Personal Data Protection and Cybersecurity Laws” for OMEGAWORLDCLASS Research Institute, Anantara Siam Bangkok Hotel, June 2020. - Speaker, “Cancelling Contract due to COVID-19” for OMEGAWORLDCLASS Research Institute, June 2020. - Speaker, “Personal Data Protection Law” for OMEGAWORLDCLASS Research Institute, June 2020. Recent Deals:

• advising GMM Grammy Public Company Limited through its subsidiary, O Shopping Company Limited, in relation to joint venture with Rojukiss International Public Company Limited to establish a joint venture company to conduct the development and marketing of health supplement and skincare products through multi distribution channels e.g. direct-to-consumer platform or media commerce platform • Advising Global Power Synergy Public Company Limited ("GPSC") on joint venture with PTT Public Company Limited to operate the new energy business with the goal to achieve 8GW by 2030 through Global Renewable Power Company Limited. • Advising GMM Grammy Public Company Limited on a sale of its media content business to The One Enterprise Co., Ltd and the appointment of the One as an exclusive distributor to market GMM25 airtime. • Advising Dusit Thani Properties Co., Ltd. in relation to joint venture with Palate Mojo Co., Ltd., Heritage Estates Co., Ltd., and ALMA SRL SCUOLA INTERNAZIONALE DI CUCINA ITALIANA to establish a new kind of food school and incubation center in CBD Bangkok.Advising Dusit Thani Public Company on the EPC contract in relation to the development of a large-scale, mixed-use real estate project with an estimated value of THB 36.7 billion (approximately USD 1.05 billion) in the central business district of Bangkok. • Advising Resonance Industrial Water Infrastructure Fund in relation to a joint venture with Seven Utilities and Power Public Company Limited to invest in Sam Water Supply Company Limited to conduct water treatment business with ultrafiltration and ozone generator for Charoen Pokphand Foods PCL (CPF). • Advising Resonance Industrial Water Infrastructure Fund in relation to the joint venture with Taranimit Co., Ltd. to establish a new water treatment plant for Ansell (Thailand) Limited, the world leader in providing superior health and safety protection solutions that enhance human wellbeing. • Advice to Country Group Development Public Company Limited regarding its implementation to the Personal Data Protection Act (PDPA). • Advising Evriderz (Thailand) Co., Ltd. on general Thai law matters in relation to ride-hailing service.

• Advice to Evriderz (Thailand) Co., Ltd. regarding its implementation to the Personal Data Protection Act (PDPA). • Advising Thai Institute of Directors Association regarding its implementation to the Personal Data Protection Act (PDPA) and prepare relevant documents, e.g. data mapping, privacy policy. • Advising Mizuho Bank, Ltd. Bangkok Branch regarding its implementation to the Personal Data Protection Act (PDPA).and prepare relevant documents, e.g. data mapping, privacy policy. • Advising Bhiraj Buri Holding Company Limited regarding its implementation to the Personal Data Protection Act (PDPA) and prepare relevant documents, e.g. data mapping, privacy policy. • Advising Bangkok Chain Hospital Public Company Limited regarding its implementation to the Personal Data Protection Act (PDPA). • Advising TTCL Public Company Limited (TTCL), an international engineering company, on its partial disposal of investment in TTCL Gas Power Pte. Ltd., an indirect subsidiary of TTCL and the owner of a natural gas power plant at Yangon, Myanmar. The total value of the transaction was USD 85 million. • Advising Dusit Thani Public Company Limited in relation to the long-term lease for sections of a building from I’m China Town Co., Ltd. in order to develop a hotel in connection with ASAI Chinatown Project, valued at approximately THB 950 million, including the legal due diligence, preparation of the Lease Agreement, FF&E Sale and Purchase Agreement, Service Agreement and general legal advice. • Advising Global Power Synergy Public Company Limited on the acquisition of 100% of the shares in N.P.S. Stargroup Co., Ltd., World X Change Asia Co., Ltd., P.P. Solar Co., Ltd. and TerraForm Global Operating (Thailand) Co., Ltd., from the respective shareholders of each target by Global Renewable Power Company Limited, a 99% owned subsidiary of Global Power Synergy Public Company Limited. • Advising Dusit Foods Co., Ltd., a subsidiary of Dusit Thani Public Company Limited, one of Thailand's leading hotel and property development companies, on its acquisition of a 51% equity stake in Epicure Catering Co., Ltd, a leading provider in quality catering services to international schools in Southeast Asia. The deal, part of Dusit Thani’s strategy to diversify its lines of business to enhance revenue creation, closed on 30 January 2019. • Advising Dusit Overseas Company Limited (Hong Kong), a subsidiary of Dusit Thani Public Company Limited, on the acquisition of all shares in Elite Havens Group led by LVM Holdings Pte. Ltd. (“LVM Holdings”), a company incorporated in . LVM Holdings holds shares in nine companies, in the business of marketing, booking and full-service management of luxury residences and villas in Asia Pacific. The deal valued at USD 15 million (THB 495 million) closed on 18 September 2018. • Advising Dusit Thani Public Company Limited on the acquisition of a stake in NR Instant Produce Co., Ltd. (NRIP). Dusit Thani is one of Thailand’s foremost hotel and property development companies. NRIP is a leading company engaging in the production and export of ready-made food to Europe, American and Australia. Dusit Thani acquired 2,452,000 ordinary shares and 200,000 newly issued shares of NRIP, representing 25.9 percent of total shares of NRIP. The deal valued at THB 663 million (USD 21 million) closed in February 2018.

• Advising PTT Global Chemical Public Company Limited (PTTGC), PTT Group’s flagship petrochemical company, on a joint venture (JV) with two Japanese companies. The JV with Kuraray Co., Ltd. (Tokyo) and Sumitomo Corporation (Tokyo) was established for the manufacture and sale of butadiene derivatives. The deal closed in March 2018. • Advising CPB Equity Company Limited in relation to the sale of 30 million shares in Supernap (Thailand) Co., Ltd. to WHA Corporation Public Company Limited. The deal valued at THB 211,500,000 closed in June 2018. • Advising Key Safety Systems Inc. on its acquisition of the Takata Corporation assets and operations in Thailand. Key Safety Systems acquired Takata’s global assets through coordinated restructuring proceedings and equity acquisitions. The deal closed in April 2018. • Advising Thai Alliance Co., Ltd., a subsidiary of SiS International Holdings Limited (SiS) (HKEX) on the pre-conditional voluntary tender offer to acquire a 47.3 percent interest in SiS Distribution (Thailand) Public Company Limited representing a maximum of 184.1 million shares at THB 7 per share provided that, upon the completion, SiS and its group must hold shares of the Company of more than 51% of the total voting rights. Upon completion of the voluntary tender offer, SiS Distribution (Thailand) Public Company Limited, one of the leading distributors of IT products in Thailand, became a unit of SiS. The transaction was valued at THB 1,417 million (approximately USD 43 million) and closed on 20 December 2017. • Advising Rexel Group, a leader in the distribution of electrical equipment and services for the construction, renovation and maintenance of buildings and infrastructures, on the sale of its operations in South East Asia to American Industrial Acquisition Corporation Group (AIAC), a private equity firm. The deal valued at Euro 136 million closed in December 2017. • Advising Sino-Pacific Trading (Thailand) Co., Ltd., the largest importer of grocery and confectionary products in Thailand on the THB 576 million (approximately USD 17 million) acquisition of the entire share capital of Steenland Chocolate B.V., a chocolate manufacturing company in the Netherlands, from the Halloren Group. The transaction closed on 18 August 2017. • Advising Oaktree Capital on the business combination of its portfolio company Fitness First Asia and Celebrity Fitness, a portfolio company of Navis Capital Partners, to create one of the largest fitness club networks in Asia. The combined entity, Evolution Wellness Holdings, includes 152 wholly-owned fitness clubs across Asia, almost 7,000 employees and approximately 400,000 members. The deal, valued at approximately USD 500 million, closed in July 2017. • Advising PTT Public Company Limited on a restructuring of its oil marketing and retail business worth up to THB 121 billion with a plan to list this division on Thailand's stock exchange. • Advising Dusit Thani Public Company Limited, one of Thailand’s foremost hotel and property development companies, on a joint venture with Central Pattana Public Company Limited for the development of a large-scale, mixed-use real estate project with an estimated value of THB 36.7 billion (approximately USD 1.05 billion) in the central business district of Bangkok. The project will build on the unique Thai heritage of Dusit Thani to create a modern iconic landmark consisting of a

hotel, residences, retail, office and green space. Weerawong C&P also assisted in the negotiation to extend the lease agreement with the Crown Property Bureau for 30+30 years for an additional plot of 24 rai at the intersection of Silom Road and Rama IV The deal closed on 28 June 2017. • Advising Berli Jucker Public Company Limited on its acquisition of a tissue business in Vietnam from Diana Unicharm Joint Stock Company. • Advising Taobao China Holding Limited, a member of the Alibaba Group operating an online shopping website, on the acquisition of a controlling stake in the Lazada Group, a leading e- commerce platform in Southeast Asia. The transaction consisted of an investment of approximately USD 500 million in the newly issued equity capital of the Lazada Group and the acquisition of shares from certain shareholders of the Lazada Group, for a total investment by Alibaba of approximately USD 1 billion. • Advising PTTEP Exploration and Production Public Company Limited (PTTEP) on its share offering, the largest equity offering by a Thai company to date. The transaction included a public offering under Thailand's Securities and Exchange Commission regulations and an international offering under Rule 144A/Regulation S under the U.S. Securities Act. The offering was made to PTTEP's existing shareholders and institutional investors. Finansa Securities Ltd., Phatra Securities Pcl., TISCO Securities Co., Bank of America Merrill Lynch, Deutsche Bank, Goldman Sachs, JP Morgan and UBS acted as joint coordinators and book runners. The deal value was approximately USD 3 billion (THB 92.3 billion). • Advising Master Ad Public Company Limited (MACO) on a joint venture with -based EYE Ball Channel to manage outdoor media spaces at the International Airport. The joint- venture company, MACO Outdoor, will have the rights to manage large advertising spaces under a concession of a local business partner. The joint venture is part of MACO's plan to expand throughout the ASEAN Economic Community. • Advising The Siam Commercial Bank Public Company Limited (SCB) in respect of the sale of its 60.86% equity stake in The Siam Commercial Samaggi Insurance PCL (SCSMG) to ACE Group. SCB and ACE Group reached an agreement in 2014 for the sale of the equity stake at THB 3.74 billion (approx USD 113 million). • Advising Global Power Synergy Public Company Limited (GPSC) on the company’s first solar power plant project in Ichinoseki Japan. GPSC acquired from Conergy Asia, a 99 per cent stake in Ichinoseki Solar Power 1 GK, the project company holding the right to develop an 18 MW solar power plant in Japan. The capacity will be increased to 20 MW when operations are scheduled to commence in 2017. The transaction was valued at USD 9 million and closed in March 2015. • Advising Natural Park (NPARK) on the share-for-share swap transaction with BTS Group Holdings Plc (BTSG). NPARK acquired 100% of BTS Assets Co. and Kamkung Properties Co. from BTSC and in return NPARK issued its shares and warrants to BTSG resulting in BTSG holding a 35.64% stake in NPARK. BTS Assets Co. and Kamkung Properties Co. are the flagship real estate companies of BTSG. The combined assets, valued at THB 9.4 billion (approx USD 313 million) will be the basis for the development of office, hotel and retail projects.

• Advising Siam Commercial Bank Public Company Limited (SCB) on the joint venture with CPB Equity, Kasikornbank, True Internet Data Center, and Supernap International to establish Supernap (Thailand) Company Limited, ASEAN’s largest data center. The project was granted the best available tax privilege promotion from the Thai Board of Investment. Weerawong C&P advised on the licensing agreement, construction agreement and co-location agreement. The transaction, valued at approximately THB 4 billion, closed in December 2014. • Advising E for L Aim Public Company Limited (EFORL) on the acquisition of the entire share capital of Wuttisak Clinic Inter Group Company Limited (WCIG), the largest beauty clinic in Thailand, through WCI Holding Co., Ltd. in which EFORL holds a 60% equity stake and indirectly becomes the major shareholder of WCIG. The transaction value was THB 4.5 billion. • Advising Rich Asia Steel Public Company Limited in respect of the sale of shares in its subsidiary, Thai National Products Co Ltd, to Dr. Phasin Suebsubanunt, Thiti Kittipattananon and Duendara Limthanakul for approximately THB 540 million (approx USD 16.4 million). The sale of shareholder equity is a strategic step in business restructuring and corporate spin-off. The transaction closed in December 2014. • Advising Scan Inter Public Company Limited on its disposition of 100% of its shares in Scan Inter Far East Energy, which operates a 2.5MW solar power plant in Lopburi Province, to Inter Far East Engineering for the sum of THB 231 million. • Advising Rexel General Supply and Services (Thailand) Company Limited on its second acquisition in Thailand, 4 Knights International Co., Ltd. which holds a leading position in the downstream oil and gas onshore sector with branches in Bangkok and Rayong, for the sum of THB 253.8 million. The transaction reinforces Rexel’s position in the oil and gas sector and strengthens the group’s presence in South-East Asia. • Advising Sub Sri Thai Public Company Limited, the owner of the famous Greyhound cafes in Thailand and Hong Kong and exclusive franchisee of Au Bon Pain, Dunkin’ Donuts and Baskin-Robbins in Thailand on the sale of its 99% share stake in Industrial Enterprise Co., Ltd. to Sime Darby Plantation Europe Ltd. and Sime Morakot Holdings (Thailand) Ltd. The sale of the cooking oil manufacturing company closed at THB 815 million. • Advising Global Power Synergy Company Limited (GPSC) on GPSC's first offshore venture capital transaction in a strategic investment of USD 15 million in 24M Technologies Inc, a start up venture and new business model for energy storage in the USA. Other strategic investors included Kyocera Corporation and IHI Corporation, and venture capital investors Charles River and North Bridge Venture Partners. • Advising Mr. Suchad Chiaranussati on a joint venture with GP Holding Pte. Ltd. and the exclusive licensing agreement with Garrett Licensing LLC for the opening of the Chicago-based premium popcorn store, Garrett Popcorn at Siam Paragon Shopping Complex. • Advising Rexel Group on the acquisition of USD 20 million or approximately THB 600 million business and assets of Quality Trading Group, one of the largest electrical distributors in Thailand.

• Advising PTT MCC Biochem (PTTMCC) on the proposed joint venture with a Canadian company in relation to polybutylene succinate (PBS). • Advising PTT MCC Biochem (PTTMCC) on a joint venture between PTT and Mitsubishi Chemical Corporation, in connection with the construction and business operations of polybutylene succinate (PBS) and bio-succinic acid (BSA) projects in Thailand. • Advising PTT Public Company Limited on a joint venture with Thai Solar Energy Co., Ltd., founded by the Maleenont family, for solar projects with a combined capacity of 80 MW in Kanchanaburi and Suphan Buri, Thailand. The value of the transaction was THB 1.45 billion. • Advising Univentures Public Company Limited on its voluntary tender offer of more than 50% shares of Golden Land Property Development Public Company Limited. • Advising Berli Jucker Public Company Limited in connection with the potential acquisition through a bidding process of a majority stake in a company operating convenience stores in Thailand. • Advising BR Holdings Company Limited in relation to due diligence and the acquisition of shares in Bangkok Ranch Public Company Limited from Navis Capital and its affiliates. • Advising IHI Corporation on the negotiation of the engineering, procurement and construction contracts and on setting up the structure for a major M&A transaction. • Advising Thai Beverage Public Company Limited on the takeover of Singapore's Fraser and Neave Ltd, valued at USD 11.7 billion.

Arbitration / Mediation Experience

• Enlisted in the Panel of Arbitrators of Thailand Arbitration Center (THAC), February 2021 Publications

• ‘Corporate M&A Law and Practice in Thailand’, Global Practice Guide, Chambers & Partners, 2019- 2021 • ‘Thailand: Mergers & Acquisitions’, The In-house Lawyer, The Legal 500, 2019-2020 • ‘Public mergers and acquisitions in Thailand: overview’, Practical Law, Thomson Reuters, 2019-2020 • ‘Thailand’, Merger Control, Getting the Deal Through, 2018-2020 • ‘Thailand merger control’ Practice Notes, LexisNexis 2018-2019 • ‘Thailand’, The Merger Control Review, Law Business Research, 2016- 2020 • ‘Merger control in Thailand – what you need to know’, Legal Briefing – Competition, The Legal 500, 2018

Languages

• Thai • English